Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration
Statement becomes effective.

If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following
box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following
box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following
box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or
a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer ý(Do not check if a
smaller reporting company)

Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
to be Registered

Proposed Maximum
Offering Price(1)(2)

Amount of
Registration Fee(3)

Common Stock, $0.01 par value per share

$200,000,000

$27,280

(1)

Includes
the offering price of the shares of common stock that may be sold if the option to purchase additional shares granted by us to the underwriters is
exercised in full.

(2)

Estimated
solely for purposes of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended.

(3)

Calculated
by multiplying 0.00013640 by the proposed maximum offering price.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or
until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

*
Boise Cascade, L.L.C., the registrant whose name appears on the cover of this registration statement, is a Delaware limited liability company. Prior to the effectiveness of this registration
statement, Boise Cascade, L.L.C. will be converted into a Delaware corporation and renamed Boise Cascade Company. Shares of the common stock of Boise Cascade Company are being offered by the
prospectus. Except as disclosed in the prospectus, the consolidated financial statements and selected historical consolidated financial data and other financial information included in this
registration statement are those of Boise Cascade, L.L.C. and its subsidiaries and do not give effect to the corporate conversion.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any
jurisdiction where the offer and sale is not permitted.

Subject to Completion
Preliminary Prospectus dated November 15, 2012

P R O S P E C T U S

Shares

Common Stock

This is the initial public offering of shares of common stock of Boise Cascade Company.

We
are selling shares of our common stock.

We
expect the public offering price to be between $ and $ per share. Currently, no public market exists for the
shares. After pricing of the offering, we
expect that the shares will trade on the New York Stock Exchange under the symbol "BCC."

Investing in our common stock involves risks that are described in the "Risk Factors" section beginning on page 15 of this
prospectus.

Per Share

Total

Public offering price

$

$

Underwriting discounts

$

$

Proceeds, before expenses, to us

$

$

The
underwriters may also exercise their option to purchase up to additional shares from us at the initial public offering price, less the
underwriting discount, for a
period of 30 days after the date of this prospectus.

Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

We have not and the underwriters have not authorized anyone to provide you with any information other than that contained in this prospectus or in any free
writing prospectus prepared by or on behalf of us or to which we have referred you. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where such
offers and sales are permitted. The information in this prospectus or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or the time of any sale of shares
of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

The following is a summary of material information discussed in this prospectus. This summary may not contain
all the details concerning our business, our common stock or other information that may be important to you. You should carefully review this entire prospectus, including the "Risk Factors" section
and our consolidated financial statements and the notes thereto included elsewhere in this prospectus, before making an investment decision.

As used in this prospectus, unless the context otherwise indicates, the references to "Boise Cascade," "we," "our," or "us" refer to Boise Cascade, L.L.C.,
together with its subsidiaries, prior to our conversion to a Delaware corporation and Boise Cascade Company and its consolidated subsidiaries on or after such conversion. Unless otherwise indicated or
the context otherwise requires, financial and operating data in this
prospectus reflects the consolidated business and operations of Boise Cascade, L.L.C. and its wholly-owned subsidiaries prior to the conversion of Boise Cascade, L.L.C. into a corporation and Boise
Cascade Company and its wholly-owned subsidiaries on and after such conversion. For a definition of EBITDA, see Note 6 to "Summary Historical Consolidated Financial Data." In
addition, for a definition of segment income (loss) and a reconciliation of segment income (loss) to EBITDA for the twelve months ended September 30, 2012 ("LTM" or the "LTM period"), see
"BusinessWood Products" and "Building Materials Distribution," as applicable.

Our Company

We are a large, vertically-integrated wood products manufacturer and building materials distributor with widespread operations
throughout the United States and Canada. We are the second largest manufacturer of laminated veneer lumber ("LVL"), I-joists (together "engineered wood products" or "EWP")
and plywood in North America. We are also one of the largest stocking wholesale distributors of building products in the United States. Our broad line of products is used primarily in new residential
construction, residential repair and remodeling projects, light commercial construction and industrial applications. We believe our large, vertically-integrated operations provide us with significant
advantages over less integrated competitors and position us to optimally serve our customers. We have a broad base of more than 4,500 customers, which includes a diverse mix of leading wholesalers,
home improvement centers, retail lumberyards and industrial converters. In the LTM period, no single customer represented more than 11% of sales and our top ten customers represented less than 31% of
sales. For the LTM period, we generated sales of $2,631.9 million, income before interest and taxes of $45.7 million and EBITDA of $80.1 million.

We
supply our customers through 49 strategically located facilities (consisting of 18 manufacturing facilities and 31 distribution facilities). In addition to the vertical integration
between our manufacturing and distribution operations, our EWP manufacturing facilities are closely integrated with our nearby plywood operations, which allows us to optimize both production
processes. Throughout the housing downturn, we have continued to make strategic capital investments to increase our manufacturing capacity and expand our building materials distribution network. We
believe that our scale, closely integrated businesses and significant capital investments throughout the downturn provide us with substantial operating leverage to benefit from a recovery in the U.S.
housing market.

We
operate our company through two primary segments: our Wood Products segment and our Building Materials Distribution segment. The charts below summarize the breakdown of our business
for the LTM period.

LTM SALES BY SEGMENT(1)(2)

LTM EBITDA BY SEGMENT(1)(3)

(1)

Financial data for the LTM period presented in this prospectus is derived by adding financial data for the year
ended December 31, 2011 to financial data for the nine months ended September 30, 2012 and subtracting financial data for the nine months ended September 30, 2011.

(2)

Segment
percentages are calculated before intersegment eliminations.

(3)

Segment
percentages exclude Corporate and Other segment expenses.

Wood Products ($69.2 million, or 73%, of LTM EBITDA). Our Wood
Products segment is the second largest manufacturer of EWP and plywood in North America, with a highly integrated national network of 17 manufacturing facilities. Our wood products are used primarily
in new residential construction, residential repair and remodeling projects and light commercial construction. We are focused on profitably gaining EWP market share and maintaining a strong market
presence in plywood and pine lumber by providing superior customer service and distribution support. We manufacture LVL, I-joists and laminated beams, which are high-grade,
value-added structural products used in applications where additional strength and consistent quality are required. LVL is also used in the manufacture of engineered I-joists, which are
assembled by combining a vertical web of oriented strand board ("OSB") with top and bottom LVL or solid wood flanges. We also produce plywood, studs, particleboard and ponderosa pine lumber, a premium
lumber grade sold primarily to manufacturers of specialty wood windows, moldings and doors. We enjoy the benefit of long-term wood supply agreements put in place in 2005 following the sale
of our timberlands, under which we purchase timber at market-based prices. Approximately 40% of our log consumption is typically supplied through these agreements, giving us access to timberlands near
our manufacturing operations.

Our
EWP manufacturing facilities are closely integrated with our nearby plywood operations to optimize our veneer utilization by enabling us to dedicate higher quality veneers to higher
margin applications and lower quality veneers to plywood products, giving us an advantage over our less integrated competitors. For the LTM period, EWP, plywood and lumber accounted for 35%, 44% and
9%, respectively, of our Wood Products sales. Most of our wood products are sold to leading wholesalers (including our Building Materials Distribution segment), home improvement centers, retail
lumberyards and industrial converters. In the LTM period, approximately 37% of our Wood Products sales, including approximately 71% of our EWP sales, were to our Building Materials Distribution
segment. For the LTM period, our Wood Products segment generated sales, income before interest and taxes and EBITDA of $893.0 million, $43.7 million and $69.2 million,
respectively.

Building Materials Distribution ($26.2 million, or 27%, of LTM EBITDA). We are one of the largest national
stocking wholesale distributors of building materials in the United States. Our nationwide network of 31 strategically-located distribution facilities sells a broad line of building materials,
including EWP, OSB, plywood, lumber and general line items such as framing accessories, composite decking, roofing, siding and insulation. We also operate a truss manufacturing plant located in Maine.
Our products are used in the construction of new residential housing, including single-family, multi-family and manufactured homes, repair and remodeling projects and the construction of light
industrial and commercial buildings. Except for EWP, we purchase most of these building materials from more than 1,000 third-party suppliers ranging from large manufacturers, such as James Hardie
Building Products, Trex Company, Louisiana-Pacific and Georgia-Pacific, to small regional producers.

We
market our products primarily to retail lumberyards and home improvement centers that then sell the products to end customers, who are typically professional builders, independent
contractors and homeowners engaged in residential construction projects. We also market our products to industrial converters, which use our products to assemble windows, doors, agricultural bins and
other value-added products used in industrial and repair and remodel applications. We believe that we are attractive to customers in our Building Materials Distribution segment because we provide a
high level of customer service and a broad line of products from a large number of quality manufacturers. The majority of our competitors in this segment are specialized, local or regional
distributors focused primarily on a narrow range of products. We also compete against other national wholesalers. Unlike many of our competitors who focus primarily on a narrow range of products, we
are a one-stop resource for our customers' building materials needs, which allows for more cost-efficient ordering, delivery and receiving. Furthermore, we believe that our
national presence and long-standing relationships with many of our key suppliers allow us to obtain favorable price and term arrangements and offer excellent customer service on top brands
in the building materials industry. We have expertise in special-order sourcing and merchandising support, which is a key service for our home improvement center customers that choose not to stock
certain items in inventory. Our highly efficient logistics system allows us to deliver superior customer service and assist our customers in optimizing their working capital, which we believe has led
to increased market share during the housing downturn. For the LTM period, our Building Materials Distribution segment generated sales, income before interest and taxes and EBITDA of
$2,066.6 million, $17.4 million and $26.2 million, respectively.

The building products manufacturing and distribution industry in North America is highly competitive, with a number of producers
manufacturing and selling a broad range of products. Demand for our products is principally influenced by new residential construction, light commercial construction and repair and remodeling activity
in the United States. Drivers of new residential construction, light commercial construction and repair and remodeling activity include new household formation, the age of the housing stock,
availability of credit and other macroeconomic factors, such as GDP growth, population growth, migration, interest rates, employment and consumer sentiment. Purchasing decisions made by the customers
who buy our wood products are generally based on price, quality and, particularly with respect to EWP, customer service and product support.

From
2005 to 2011, total housing starts in the United States declined by more than 70%. The significant drop in new residential construction has created challenging conditions for
building products manufacturers and distributors, with substantial reductions in manufacturing and distribution capacity occurring since late 2008 as companies adjusted to lower industry demand.
According to the U.S. Census Bureau, total housing starts in the United States were 0.59 million in 2010 and 0.61 million in 2011, modest increases over the 2009 level of
0.55 million (the lowest year on record) but significantly less than the 50-year average rate of 1.5 million. Prior to 2008, the housing market had not experienced a year
with total housing starts below 1.0 million since the U.S. Census Bureau began its annual recordkeeping in 1959.

In
the U.S., single- and multi-family housing starts were 0.87 million in September 2012 on a seasonally adjusted annual rate basis, an increase of 35% from September 2011. In
November 2012, the Blue Chip Economic Indicators median consensus forecast of single- and multi-family housing starts in

the
U.S. was approximately 0.77 million units for 2012 and approximately 0.92 million units for 2013, which represent annual increases of 26% and 19%, respectively. We believe that over
the long-term, there is considerable growth potential in the U.S. housing sector. In November 2012, IHS Global Insight estimates that total U.S. single- and multi-family housing
starts will average 1.48 million units per year from 2012 through 2021, levels that are in line with the 50-year historical average.

During
the housing downturn, demand for EWP declined less than demand for many products dependent on new residential construction. According to APAThe Engineered Wood
Association, LVL production volumes in North America increased 27% from 32.7 million cubic feet in 2009 to 41.6 million cubic feet in 2011 and I-joist production volumes in
North America increased 20% from 380.1 million linear feet in 2009 to 456.9 million linear feet in 2011. Longer-term demand trends are expected to improve further. Resource Information
Systems, Inc. ("RISI") forecasts that I-joist demand in North America will increase 15% and LVL billet demand in North America will increase 21% in 2012, followed by further demand
increases in 2013 through 2015. RISI expects the I-joist and LVL billet demand to reach 1,013 million linear feet and 98.5 million cubic feet, respectively, by 2017.

Our
products are not only used in new residential construction, but also in residential repair and remodeling projects, light commercial construction and industrial applications. We
believe this diversification by product end use provides us some protection from declines in the new residential construction market. Residential repair and remodeling spending increased significantly
over the past 15 years. According to the Home Improvement Research Institute ("HIRI"), the U.S. repair and remodel market increased 81.5% from $165 billion in 1996 to a peak of
$300 billion in 2006 and declined approximately 10.2% to $269 billion in 2011. In addition, the overall age of the U.S. housing stock, increased focus on making homes more energy
efficient, rising home prices and availability of consumer capital at low interest rates are expected to drive long-term growth in repair and
remodeling expenditures. HIRI estimates that total U.S. sales of home maintenance, repair and improvement products will grow at a compounded annual rate of 5.1% from 2011 through 2016.

Our Competitive Strengths

We believe the following key competitive strengths have contributed to our success and will enable us to execute our growth strategy:

Leadership Positions in Wood Products Manufacturing and Building Materials Distribution on a National Scale

We are one of the leading manufacturers in the North American wood products industry. We are the second largest producer of EWP and plywood in North
America and
we are the largest producer of plywood in the Western United States. From 2005 to 2011, our sales of LVL and I-joist per North American housing start increased by 65% and 30%,
respectively. We have positioned ourselves to take advantage of improving demand in our core markets by expanding our EWP and plywood capacity through capital investments in low-cost,
internal veneer manufacturing. Our Wood Products segment operates a highly-integrated national network of 17 manufacturing facilities that are well-maintained and
cost-efficient as a result of continued capital improvements. We believe we are better able to serve our customers because our Wood Products business is vertically-integrated with our
Building Materials Distribution business.

We
are one of the largest national stocking wholesale distributors of building materials in the United States and we believe we offer one of the broadest product lines in the industry.
From 2005 to 2011, we nearly doubled our sales per U.S. housing start in our Building Materials Distribution segment. We have a national platform of 31 strategically-located distribution facilities,
which supply products to all major markets in the United States and provide us with significant scale and capacity relative to most of our competitors. We also have one truss manufacturing plant in
Maine. Our broad geographic presence reduces our exposure to market factors in any single region. We have developed

and
maintain long-standing relationships with our customer segments, including retail lumberyards, home improvement centers and industrial converters. We believe that our strong and
diverse customer relationships and support from leading industry manufacturers will enable us to capture additional market share as demand for building products improves.

We believe that we are the only large-scale manufacturer of plywood and EWP in North America that is vertically-integrated from log procurement
through
distribution. The integration of our manufacturing and distribution operations allows us to make procurement, manufacturing, veneer merchandising and marketing decisions that reduce our manufacturing
and supply chain costs and allow us to more effectively control quality and working capital. Furthermore, our vertically-integrated operations combined with our national distribution network
significantly enhance our ability to assure product supply for our end customers. We believe our vertical integration was an important factor in our ability to increase market share during the recent
housing downturn.

We believe that we have a highly competitive asset base across both of our operating segments, in part because we continued to strategically invest
through the
housing downturn. We operate the two largest EWP facilities in North America. Our large-scale EWP production facilities are integrated with our nearby plywood operations to optimize our veneer
utilization, which we believe helps position us as a competitive manufacturer in the growing EWP business. In the past three years, we completed a number of initiatives in our Wood Products segment
that strengthened our asset base and enhanced our operating performance. In our plywood and veneer operations, we reduced costs by reducing headcount and closing three facilities in Western Oregon. At
the same time, we installed two new large-scale, state-of-the-art dryers at our Medford, Oregon plywood facility. In our EWP operations, we executed significant
operational improvements to take advantage of additional low-cost, internal veneer production at our plywood facilities.

We
believe that our plywood facilities in Kettle Falls, Washington and Elgin, Oregon are among the lowest cost Douglas fir plywood producers in North America. In the active timberland
markets in which we operate, our manufacturing facilities are clustered to enable us to efficiently utilize fiber resources and to shift production depending on demand. We believe we are the only
manufacturer in the inland Pacific Northwest with the integrated primary and secondary facilities necessary to process all softwood species.

We
have continued to execute our strategic growth initiatives in our Building Materials Distribution segment, opportunistically acquiring facilities, starting a new facility in South
Florida and significantly expanding six of our existing facilities. Since 2005, we have increased our covered warehouse space by over 65% and have more than doubled our outdoor storage acreage.

Well-Positioned for Growth as the Housing Market Recovers

Our vertically-integrated operations are well-positioned to serve our customers and take advantage of the recovery that we believe is underway in the
U.S. housing market. From 2005 to 2011, we invested $270 million (excluding acquisitions) to upgrade and maintain our facilities. We expect to make further capital investments in cost and
operational improvements, primarily related to internal veneer production, which will further leverage our competitive position and allow us to capture growth opportunities. Additionally we have
substantial unused capacity in our EWP operations. For the LTM period, we operated our EWP facilities at approximately 50% of LVL press capacity.

We
believe that our Building Materials Distribution facilities enable us to support a considerable ramp-up in housing starts with no significant requirement for new capacity
and will allow

us
to double our sales without increasing our existing footprint. Our excess capacity will provide us with substantial operating leverage as demand recovers.

Additionally,
our strong balance sheet, significant liquidity and our access to the capital markets as a public company will provide us ample flexibility to take advantage of future
market opportunities. As of September 30, 2012, we had total liquidity of $483.8 million, consisting of $224.4 million of cash and cash equivalents and $259.4 million of
availability under our revolving credit facility.

Experienced Management Team and Principal Equityholder

Madison Dearborn Partners, LLC ("Madison Dearborn") has a long and successful track record of investing in manufacturing and distribution
businesses. Our
senior management team has a track record of financial and operational excellence in the forest products industry in both favorable and challenging market conditions. Our senior management team has an
average of approximately 30 years of experience in forest products manufacturing and building materials distribution. We will establish a new management equity incentive plan so that we can
align management's compensation with our financial performance. See "Executive Compensation2013 Equity Incentive Plan."

Our Business Strategy

We intend to capitalize on our strong market position in wood products manufacturing and building materials distribution to increase
revenues and profits and maximize cash flow as the U.S. housing market recovers. We seek to achieve this objective by executing on the following strategies:

Grow our Wood Products Segment Operations with a Focus on Expanding our Market Position in EWP

From 2005 to 2011, despite experiencing a significant downturn in the U.S. housing sector, we increased our LVL and I-joist
sales-per-housing start in North America by 65% and 30%, respectively. We will further expand our market position in EWP by continuing to focus on our large-scale manufacturing
position, comprehensive customer service, design support capabilities and efficient distribution network. We have positioned ourselves to take advantage of expected increases in the demand for EWP per
housing start by expanding our capacity through capital investments in low-cost, internal veneer manufacturing. We have also developed strategic relationships with third-party veneer
suppliers to support additional EWP production as needed. Additionally, we intend to grow our Wood Products business through strategic acquisitions that are a compelling fit with our existing
operations.

Grow Market Share in our Building Materials Distribution Segment

We intend to grow our Building Materials Distribution business in existing markets by adding products and services to better serve our
customers. For example, we have added
cedar board inventory and door shops in additional locations. We also plan to opportunistically expand our Building Materials Distribution business into adjacent geographies that we currently serve
using off-site storage arrangements or longer truck routes. Sales in our Building Materials Distribution segment are strongly correlated with new residential construction in the United States.
Measured on a sales-per-housing-start basis, our Building Materials Distribution business has grown significantly from 2005 to 2011, with penetration increasing from $1,476 to
$2,923, or approximately 98%, per U.S. housing start. In the future, we will continue to grow our Building Materials Distribution business by opportunistically acquiring facilities, adding new
products, opening new locations, relocating and expanding capacity at existing facilities and capturing local market share through our superior supply chain capabilities and customer service.

Further Differentiate our Products and Services to Capture Market Share

We seek to continue to differentiate ourselves from our competitors by providing a broad line of high-quality products and
superior customer service. Throughout the housing downturn, we believe we have grown market share by strengthening relationships with our customers by stocking sufficient inventory and retaining our
primary sales team. Our Building Materials Distribution segment's highly efficient logistics system allows us to deliver superior customer service and assist our customers in optimizing their working
capital. Our national distribution and manufacturing integration system differentiates us from most of our competitors and is critical to servicing leading wholesalers, home improvement centers,
retail lumberyards and industrial converters. Additionally, this system allows us to procure product more efficiently and to develop and maintain stronger relationships with our vendors. Because of
these relationships and our national presence, many of our vendors have offered us favorable pricing and provide us with enhanced product introductions and ongoing marketing support.

We use a disciplined cost management approach to maximize our competitiveness without sacrificing our ability to react to future
growth opportunities. Additionally, we have made capital investments and process improvements in certain facilities, which have enabled us to close or divest five manufacturing facilities during the
housing downturn without any adverse impact on our production capacity. These capital investments and process improvements have decreased our production costs and allowed us to produce
lower-cost, higher-quality veneers. Beginning in 2009, we adopted a data-driven process improvement program to further strengthen our manufacturing operations. Because of the
significant gains we continue to see from this program, we believe there are opportunities to apply similar techniques and methods to different functional areas (including sales and marketing) to
realize efficiencies in those areas.

Recent Developments

On October 15, 2012, we redeemed $75.0 million of our senior subordinated notes. On October 22, 2012, we issued
$250.0 million of 63/8% senior notes due 2020 and used a portion of the proceeds from such offering to fund the redemption of the remaining $144.6 million of our senior
subordinated notes.

Principal Equityholder

Our direct parent company, Boise Cascade Holdings, L.L.C. ("BC Holdings"), is controlled by Forest Products Holdings, L.L.C. ("FPH"),
an entity controlled by an investment fund managed by Madison Dearborn. Madison Dearborn, based in Chicago, is an experienced private equity investment firm that has raised over $18 billion of
capital. Since its formation in 1992, Madison Dearborn's investment funds have invested in approximately 125 companies across a broad spectrum of industries, including basic industries; business and
government services; consumer; financial services; healthcare; and telecom, media and technology services. Madison Dearborn's objective is to invest in companies with strong competitive
characteristics that it believes have the potential for significant long-term equity appreciation. To achieve this objective, Madison Dearborn seeks to partner with outstanding management
teams that have a solid understanding of their businesses as well as track records of building stockholder value.

Conversion into a Delaware Corporation

Prior to the consummation of this offering, we will convert from a Delaware limited liability company into a Delaware corporation by
filing a certificate of conversion in Delaware.

We were formed under the name Boise Cascade, L.L.C., a Delaware limited liability company, in October 2004 in connection with our
acquisition of OfficeMax's forest products and paper assets. Prior to the consummation of the offering, we will effect our conversion into a Delaware corporation and become Boise Cascade Company. Our
principal executive offices are located at 1111 West Jefferson Street, Suite 300, Boise, Idaho 83702. Our telephone number at that location is (208) 384-6161. Our website
address is www.bc.com. The reference to our website is a textual reference only. We do not incorporate the information on our website into this prospectus and you should not consider any information
on, or that can be accessed through, our website as part of this prospectus.

Our
key registered trademarks include BOISE CASCADE® and the TREE-IN-A-CIRCLE® logo. This prospectus also refers to the
products or services of other companies by the trademarks and trade names used and owned by those companies.

Risk Factors

Investing in our common stock involves substantial risk. You should carefully consider all of the information in this prospectus prior
to investing in our common stock, including the information described under "Risk Factors" elsewhere in this prospectus. Among these important risks are the
following:



the commodity nature of our products and their price movements, which are driven largely by capacity utilization rates and
industry cycles that affect supply and demand;



general economic conditions, including but not limited to housing starts, repair and remodel activity and light commercial
construction, inventory levels of new and existing homes for sale, foreclosure rates, interest rates, unemployment rates, relative currency values, mortgage availability and pricing, as well as other
consumer financing mechanisms, that ultimately affect demand for our products;



availability and affordability of raw materials, including wood fiber, glues and resins and energy; and



the impact of actuarial assumptions and regulatory activity on pension costs and pension funding requirements.

We have agreed to allow the underwriters to purchase up to an additional shares from us, at the public offering price,
less the underwriting discount, within 30 days of the date of this prospectus.

Use of proceeds

We estimate that the net proceeds from this offering will be approximately $ million, or approximately
$ million if the underwriters exercise their option to purchase additional shares in full, assuming an initial public offering price of
$ per share, which is the midpoint of the price range set forth on the cover of this prospectus, after deducting underwriting discounts and commissions and estimated
offering expenses payable by us. We expect to use substantially all of the net proceeds from this offering for general corporate purposes. We have not allocated the net proceeds from this offering for any specific purpose at this time. See "Use of
Proceeds."

Dividend policy

Boise Cascade does not plan to pay dividends on its common stock. The declaration and payment of all future dividends, if any, will be at the discretion of our board of directors and will depend upon
our financial condition, earnings, contractual conditions, restrictions imposed by our revolving credit facility and the indenture governing our senior notes or applicable laws and other factors that our board of directors may deem relevant. See
"Dividend Policy."

Proposed New York Stock Exchange symbol

We intend to apply to list our common stock on the New York Stock Exchange ("NYSE") under the symbol "BCC."

Unless
otherwise indicated, all information in this prospectus relating to the number of shares of common stock to be outstanding immediately after this
offering:



gives effect to the completion of the conversion of Boise Cascade, L.L.C. into Boise Cascade Company prior to the
completion of this offering as described in "Conversion into a Delaware Corporation;"



assumes the effectiveness of our Delaware amended and restated certificate of incorporation, which we will adopt in
connection with the conversion discussed in the immediately prior bullet point;



assumes (i) no exercise by the underwriters of their option to purchase up
to additional shares
from us; and (ii) an initial public offering price of $ per share, the midpoint of the initial public offering price range indicated on the cover of this prospectus; and



excludes an aggregate of shares of
our common stock reserved for issuance under the new management equity
incentive plan we intend to adopt in connection with this offering (the "2013 Equity Incentive Plan").

The following tables set forth our summary consolidated historical and pro forma financial data. You should read the information set
forth below in conjunction with "Use of Proceeds," "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated historical financial
statements and notes thereto included elsewhere in this prospectus. The statement of income (loss) data for each of the years ended December 31, 2009, 2010 and 2011 and the balance sheet data
as of December 31, 2010 and 2011 set forth below are derived from our audited consolidated financial statements included elsewhere in this prospectus. The statements of income (loss) data for
each of the nine-month periods ended September 30, 2011 and 2012 and the balance sheet data as of September 30, 2012 set forth below are derived from our unaudited quarterly
consolidated financial statements included elsewhere in this prospectus and contain all adjustments, consisting of normal recurring adjustments, that management considers necessary for a fair
presentation of our financial position and results of operations for the
periods presented. Operating results for the nine-month periods are not necessarily indicative of results for a full financial year, or any other periods. See "Index to Consolidated Financial
Statements."

In
2009, costs and expenses include $8.9 million of expenses related to a facility closure, of which $3.7 million was included in EBITDA and
$5.2 million was accelerated depreciation recorded in depreciation and amortization. In 2010, costs and expenses include $4.6 million of income associated with receiving proceeds from a
litigation settlement related to vendor product pricing. In 2011, costs and expenses include $3.8 million of expense related to the closure of a laminated beam plant and noncash asset
write-downs, of which $2.9 million was included in the first nine months of 2011.

(2)

Represents
the change in fair value of contingent value rights issued in connection with the sale of our Paper and Packaging & Newsprint assets in
2008.

(3)

Represents
gain on the repurchase of $11.9 million and $8.6 million of our senior subordinated notes in 2009 and 2010, respectively.

(4)

Both
pro forma net income (loss) per share and pro forma weighted shares outstanding give effect to our conversion from a limited liability company to a
corporation and to the issuance of shares in this offering. The pro forma results of our being treated as a corporation had no impact on net income (loss) for the pro forma nine months ended
September 30, 2012 and the pro forma year ended December 31, 2011, primarily as a result of placing a full valuation allowance on the tax benefits associated with the 2011 net operating
losses. The pretax income for the nine months ended September 30, 2012 would not have resulted in an adjustment to our income tax provision due to the utilization of the net operating losses
carried forward from 2011. In addition, due to its non-recurring nature, the pro forma presentation does not reflect the recognition of a net deferred tax liability of approximately
$4.0 million, net of deferred tax assets and related valuation allowances, related to our tax status conversion from a limited liability company to a corporation prior to the consummation of
this offering. Following the offering, our effective tax rate is expected to be higher than in historical periods based on U.S. federal and state income tax rates applicable to a corporation and
because we will not be able to utilize the net operating losses incurred while we were a limited liability company. See "Management's Discussion and Analysis of Financial Condition and Results of
OperationsTaxation." Earnings per common share is not applicable to historical periods, as there were no shares of common stock outstanding during these periods.

(5)

For
2009, includes $0.9 million of cash paid for the purchase of a truss assembly operation and EWP sales office in Saco and Biddeford, Maine,
respectively, and $3.7 million of cash paid for the purchase of a sawmill in Pilot Rock, Oregon. For 2011, includes $5.8 million of cash paid for the acquisition of a laminated beam and
decking manufacturing plant in Homedale, Idaho. For the first nine months of 2012, includes $2.4 million of cash paid for the February 2012 acquisition of a sawmill in Arden, Washington.

(6)

EBITDA
is defined as income (loss) before interest (interest expense and interest income), income taxes and depreciation and amortization. EBITDA is the
primary measure used by our

chief
operating decision maker to evaluate segment operating performance and to decide how to allocate resources to segments. We believe EBITDA is useful to investors because it provides a means to
evaluate the operating performance of our segments and our company on an ongoing basis using criteria that are used by our internal decision makers and because it is frequently used by investors and
other interested parties when comparing companies in our industry that have different financing and capital structures and/or tax rates. We believe EBITDA is a meaningful measure because it presents a
transparent view of our recurring operating performance and allows management to readily view operating trends, perform analytical comparisons and identify strategies to improve operating performance.
EBITDA, however, is not a measure of our liquidity or financial performance under generally accepted accounting principles ("GAAP") and should not be considered as an alternative to net income (loss),
income (loss) from operations, or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity. The use of
EBITDA instead of net income (loss) or segment income (loss) has limitations as an analytical tool, including the inability to determine profitability; the exclusion of interest expense, interest
income and associated significant cash requirements; and the exclusion of depreciation and amortization, which represent unavoidable operating costs. Management compensates for the
limitations of EBITDA by relying on our GAAP results. Our measure of EBITDA is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the
methods of calculation.
Adjusted EBITDA is defined as EBITDA before unusual items, including the change in fair value of contingent value rights issued in connection with the sale of our Paper and Packaging &
Newsprint assets, a gain on the repurchase of long-term debt and a litigation gain.

The
following is a reconciliation of net income (loss) to EBITDA and Adjusted EBITDA:

The
balance sheet data, as adjusted, gives effect to (i) our redemption of $75.0 million of our senior subordinated notes on
October 15, 2012; (ii) our issuance of $250.0 million of senior notes on October 22, 2012 and our redemption of our remaining $144.6 million of senior subordinated
notes with a portion of the related proceeds; and (iii) our payment of a $225.0 million cash distribution to BC Holdings prior to the consummation of this offering and a
$25.0 million repayment on our revolving credit facility, which we anticipate will be required to comply with the related covenant in the indenture governing our senior notes in connection with
making the distribution. In addition, the balance sheet data, as adjusted, gives effect to the write-off of deferred financing costs of $1.5 million and payment of $3.7 million of
interest related to the redemption of our senior subordinated notes, as well as the deferral of $5.5 million in financing costs on the offering of our senior notes.

(8)

The
balance sheet data, as further adjusted, gives further effect to our conversion from a limited liability company to a corporation and our issuance and
sale of shares of common stock in this offering at an assumed initial public offering price of $ per share, which is the midpoint of
the price range listed on the cover
page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Investing in our common stock involves a high degree of risk. You should carefully consider the risk factors set forth below as well as the other information
contained in this prospectus before investing in our common stock. Any of the following risks could materially and adversely affect our business, financial condition and results of operations. In such
case, you may lose all or part of your original investment.

Risks Relating to Our Business

Many of the products we manufacture or purchase and resell are commodities whose price is determined by the market's supply and demand for such products, and the markets in
which we operate are cyclical and competitive. The depressed state of the housing, construction and home improvement markets could continue to adversely affect demand and pricing for our products.

Many of the building products we produce or distribute, including OSB, plywood, lumber and particleboard, are commodities that are
widely available from other manufacturers or distributors with prices and volumes determined frequently in an auction market based on participants' perceptions of short-term supply and
demand factors. At times, the price for any one or more of the products we produce may fall below our cash production costs, requiring us to either incur short-term losses on product sales
or cease production at one or more of our manufacturing facilities. Therefore, our profitability with respect to these commodity products depends, in significant part, on managing our cost structure,
particularly raw materials and labor, which represent the largest components of our operating costs. Commodity wood product prices could be volatile in response to operating rates and inventory levels
in various distribution channels. Commodity price volatility affects our distribution business, with falling price environments generally causing reduced revenues and margins, resulting in substantial
declines in profitability and possible net losses.

Historically,
demand for the products we manufacture, as well as the products we purchase and distribute, has been closely correlated with new residential construction in the United
States and, to a lesser extent, light commercial construction and residential repair and remodeling activity. New residential construction activity remained substantially below average historical
levels during the first nine months of 2012 and so did demand for the products we manufacture and distribute. There is significant uncertainty regarding the timing and extent of any recovery in such
construction activity and resulting product demand levels. Demand for new residential construction is influenced by seasonal weather factors, mortgage availability and rates, unemployment levels,
household formation rates, domestic population growth, immigration rates, residential vacancy and foreclosure rates, demand for second homes, existing home prices, consumer confidence and other
general economic factors.

Wood
products industry supply is influenced primarily by price-induced changes in the operating rates of existing facilities but is also influenced over time by the introduction of new
product technologies, capacity additions and closures, restart of idled capacity and log availability. The balance of wood products supply and demand in the United States is also heavily influenced by
imported products, principally from Canada.

We
have very limited control of the foregoing and as a result, our profitability and cash flow may fluctuate materially in response to changes in the supply and demand balance for our
primary products.

Our industry is highly competitive. If we are unable to compete effectively, our sales, operating results and growth strategies could be negatively affected.

The building products distribution industry that our Building Materials Distribution segment competes in is highly fragmented and
competitive and the barriers to entry for local competitors are relatively low. Competitive factors in our industry include pricing and availability of product, service

and
delivery capabilities, ability to assist customers with problem solving, customer relationships, geographic coverage and breadth of product offerings. Also, financial stability is important to
suppliers and customers in choosing distributors and allows for more favorable terms on which to obtain products from suppliers and sell products to customers. If our financial condition deteriorates
in the future, our support from suppliers may be negatively impacted.

The
markets for the products we manufacture in our Wood Products segment are also highly competitive. Our competitors range from very large, fully integrated forest and building
products firms to smaller firms that may manufacture only one or a few types of products. We also compete less directly with firms that manufacture substitutes for wood building products. Certain
mills operated by our competitors may be lower-cost manufacturers than the mills operated by us.

Some
of our competitors are larger companies and, therefore, have access to greater financial and other resources than we do. These resources may afford those competitors greater
purchasing power, increased financial flexibility and more capital resources for expansion and improvement, which may enable those competitors to compete more effectively than we can.

Our manufacturing businesses may have difficulty obtaining logs and fiber at favorable prices or at all.

Wood fiber is our principal raw material, which accounted for approximately 38% of the aggregate amount of materials, labor and other
operating expenses, including from related parties, for our Wood Products segment in 2011. Wood fiber is a commodity and prices have been cyclical historically in response to changes in domestic and
foreign demand and supply. Foreign demand for log exports, particularly from China, increased log costs in the western U.S. in 2010 and 2011 and negatively affected wood products manufacturers in the
region. Sustained periods of
high log costs may impair the cost competitiveness of our manufacturing facilities. Availability of residual wood fiber for our particleboard operation has been negatively affected by significant mill
closures and curtailments that have occurred among solid-wood product manufacturers. Future development of wood cellulose biofuel or other new sources of wood fiber demand could interfere
with our ability to source wood fiber or significantly raise our costs.

Future
domestic or foreign legislation and litigation concerning the use of timberlands, timber harvest methodologies, forest road construction and maintenance, the protection of
endangered species, forest-based carbon sequestration, the promotion of forest health and the response to and prevention of catastrophic wildfires can also affect log and fiber supply from government
and private lands. Availability of harvested logs and fiber may be further limited by fire, insect infestation, disease, ice storms, windstorms, hurricanes, flooding and other natural and
man-made causes, thereby reducing supply and increasing prices.

Our earnings may be negatively affected by the amount of income or expense we record for our pension plans. GAAP requires that we
calculate income or expense for the plans using actuarial valuations. These valuations reflect assumptions relating to financial market and other economic conditions. Changes in key economic
indicators can change the assumptions. The most significant year-end assumptions used to estimate pension expense are the discount rate and the expected long-term rate of
return on plan assets. In addition, we are required to make an annual measurement of plan assets and liabilities, which may result in a significant change to equity through a reduction or increase to
"Accumulated other comprehensive income (loss)." A decline in the market value of the pension assets will increase our funding requirements. Our pension plan liabilities are sensitive to changes in
interest rates. As interest rates decrease, the liabilities increase, potentially increasing benefit costs and funding requirements. Changes in demographics, including increased numbers of

retirements
or changes in life expectancy assumptions, may also increase the funding requirements of the obligations related to the pension plans. At December 31, 2011, the net underfunded
status of our defined benefit pension plans was $187.9 million. If the status of our defined benefit plans continues to be underfunded, we anticipate significant future funding obligations,
reducing the cash available for our business. For more discussion regarding how our financial statements can be affected by pension plan estimates, see "Management's Discussion and Analysis of
Financial Condition and Results of OperationsCritical Accounting EstimatesPensions."

Any of our manufacturing facilities, or any of our machines within an otherwise operational facility, could cease operations
unexpectedly due to a number of events, including but not limited to:



equipment failure, particularly a press at one of our major EWP production facilities;



fires, floods, earthquakes, hurricanes or other catastrophes;



unscheduled maintenance outages;



utility and transportation infrastructure disruptions;



labor difficulties;



other operational problems; or



ecoterrorism or threats of ecoterrorism.

Any
downtime or facility damage could prevent us from meeting customer demand for our products and/or require us to make unplanned capital expenditures. If our machines or facilities
were to incur significant downtime, our ability to satisfy customer requirements would be impaired, resulting in lower sales and net income.

In
addition, a number of our suppliers are subject to the manufacturing facility disruption risks noted above. Our suppliers' inability to produce the necessary raw materials for our
manufacturing processes or supply the finished goods that we distribute through our Building Materials Distribution segment may adversely impact our results of operations, cash flows and financial
position.

Adverse conditions may increase the credit risk from our customers.

Our Building Materials Distribution and Wood Products segments extend credit to numerous customers who are heavily exposed to the
effects of downturns in the housing market. Unfavorable housing market conditions could result in financial failures of one or more of our significant customers, which could impair our ability to
fully collect receivables from such customers and negatively affect our operating results, cash flow and liquidity.

A significant portion of our sales are concentrated with a relatively small number of customers.

For the LTM period, our top ten customers represented approximately 31% of sales, with one customer accounting for approximately 11%
of sales during such period. Although we believe that our relationships with our customers are strong, the loss of one or more of these customers could have a material adverse effect on our operating
results, cash flow and liquidity.

Our ability to service our indebtedness or to fund our other liquidity needs is subject to various risks.

Our ability to make scheduled payments on our indebtedness and fund other liquidity needs depends on and is subject to our financial
and operating performance, which in turn is affected by general and regional economic, financial, competitive, business and other factors, including the

availability
of financing in the banking and capital markets as well as the other risks described herein. In particular, demand for our products correlates to a significant degree to the level of
residential construction activity in North America, which historically has been characterized by significant cyclicality. Over the last several years, housing starts remained below historical levels.
This reduced level of building was caused, in part, by an increase in the inventory of homes for sale, a more restrictive mortgage market and a slowed economy. There can be no assurance as to when or
if the housing market will rebound to historical levels. We have experienced significant losses from operations and used significant cash for operating activities in recent periods.

We
cannot assure you that our business will generate sufficient cash flows from operations or that future borrowings will be available to us in an amount sufficient to enable us to
service our debt or to fund our other liquidity needs. If we are unable to service our debt obligations or to fund our other liquidity needs, we could be forced to curtail our operations, reorganize
our capital structure, or liquidate some or all of our assets.

We are subject to environmental regulation and environmental compliance expenditures, as well as other potential environmental liabilities.

Our businesses are subject to a wide range of general and industry-specific environmental laws and regulations, particularly with
respect to air emissions, wastewater discharges, solid and hazardous waste management and site remediation. Enactment of new environmental laws or regulations, including those aimed at addressing
greenhouse gas emissions, or changes in existing laws or regulations might require significant expenditures or restrict operations.

The
Environmental Protection Agency (the "EPA") has recently promulgated a series of four regulations commonly referred to collectively as Boiler MACT, which are intended to regulate
the emission of hazardous air pollutants from industrial boilers. At the time it announced the final promulgation of the regulations, the EPA also announced that it planned to reconsider portions of
the regulations and has recently taken steps to initiate such reconsideration. In December 2011, the EPA published its re-proposed rules and we are currently evaluating the potential impact of the
re-proposed rules on our business. If the Boiler MACT rules are finalized as re-proposed, we believe the new rules would be less costly for us to implement than the current rules. The EPA
has yet to finalize the new Boiler MACT rules. Once final, considerable uncertainty will still exist, as there will likely be legal challenges to the final rules from industry and/or environmental
organizations. Notwithstanding that uncertainty, we are proceeding with efforts to analyze the applicability and requirements of the regulations, as recently re-proposed and the likely capital and
operating costs required to comply. At this time, we cannot accurately forecast the capital or operating cost changes that may result from compliance with the regulations.

As
an owner and operator of real estate, we may be liable under environmental laws for the cleanup of past and present spills and releases of hazardous or toxic substances on or from
our properties and operations. We could be found liable under these laws whether or not we knew of, or were responsible for, the presence of such substances. In some cases, this liability may exceed
the value of the property itself.

We
may be unable to generate funds or other sources of liquidity and capital to fund unforeseen environmental liabilities or expenditures. For additional information on how
environmental regulation and compliance affects our business, see "Management's Discussion and Analysis of Financial Condition and Results of OperationsEnvironmental."

collective
bargaining agreements. One agreement, covering 359 employees at our facility in Florien, Louisiana and 262 employees at our facility in Oakdale, Louisiana, is set to expire on
July 15, 2013. If these agreements are not renewed or extended upon their expiration, we could experience a material labor disruption or significantly increased labor costs, which could prevent
us from meeting customer demand or reduce our sales and profitability.

Should the markets for our products deteriorate or should we decide to invest capital differently or should other cash flow assumptions change, it is possible that we will
be required to record noncash impairment charges in the future that could have a material impact on our results of operations.

We review the carrying value of long-lived assets for impairment when events or changes in circumstances indicate that the
carrying amount of the assets may not be recoverable. Should the markets for our products deteriorate or should we decide to invest capital differently or should other cash flow assumptions change, it
is possible that we will be required
to record noncash impairment charges in the future that could have a material impact on our results of operations.

The terms of our revolving credit facility and the indenture governing our senior notes restrict, and covenants contained in agreements governing indebtedness in the future
may restrict, our ability to operate our business and to pursue our business strategies.

Our revolving credit facility and the indenture governing our senior notes contain, and any future indebtedness of ours may contain, a
number of restrictive covenants that impose customary operating and financial restrictions on us. Our revolving credit facility and the indenture governing our senior notes limit our ability and the
ability of our restricted subsidiaries, among other things, to:



incur additional debt;



declare or pay dividends, redeem stock or make other distributions to stockholders;



make investments;



create liens or use assets as security in other transactions;



merger or consolidate, or sell, transfer, lease or dispose of substantially all of our assets;



enter into transactions with affiliates;



sell or transfer certain assets; and



make prepayments on our senior notes and subordinated indebtedness.

In
addition, our revolving credit facility provides that if an event of default occurs or excess availability under our revolving credit facility drops below a threshold amount equal to
the greater of 12.5% of the aggregate commitments under our revolving credit facility and $31.25 million (and until such time as excess availability for two consecutive fiscal months exceeds
that threshold amount and no event of default has occurred and is continuing), we will be required to maintain a monthly minimum fixed coverage charge ratio of 1.0:1.0, determined on a trailing
twelve-months' basis.

Our
failure to comply with any of these covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our indebtedness.

We may be unable to attract and retain key management and other key employees.

Our employees, particularly our key management, are vital to our success and difficult to replace. We may be unable to retain them or
to attract other highly qualified employees, particularly if we do not offer employment terms competitive with the rest of the market. Failure to attract and retain highly qualified employees, or
failure to develop and implement a viable succession plan, could result in inadequate depth of institutional knowledge or skill sets, adversely affecting our business.

As a result of the sale of our Paper and Packaging & Newsprint assets, we now rely on Boise Inc. for many of our administrative services.

In conjunction with the sale of our Paper and Packaging & Newsprint assets in 2008, we entered into an Outsourcing Services
Agreement under which Boise Inc. provides a number of corporate staff services to us at cost. These services include information technology, accounting and human resource transactional
services. Most of the Boise Inc. staff that provides these services are providing the same services they provided when they were our employees. Nevertheless, we cannot be assured that these
employees will remain with Boise Inc. or that there will not be a disruption in the continuity or level of service provided. If Boise Inc. is unwilling or unable to provide services at
the same quality levels as those services have been provided in the past, our business and compliance activities and results of operations could be substantially and negatively affected.

Risks Relating to Ownership of Our Common Stock

There is no existing market for our common stock, and we do not know if one will develop to provide you with adequate liquidity to sell our common stock at prices equal to
or greater than the price you paid in this offering.

Prior to this offering, there has not been a public market for our common stock. We cannot predict the extent to which investor
interest in our company will lead to the development of an active trading market on the NYSE or otherwise or how liquid that market might become. If an active trading market does not develop, you may
have difficulty selling any of our common stock that you buy. The initial public offering price for the common stock will be determined by negotiations between us and the representatives of the
underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell our common stock at prices equal to or greater
than the price you paid in this offering, or at all.

The price of our common stock may fluctuate significantly, and you could lose all or part of your investment.

Volatility in the market price of our common stock may prevent you from being able to sell your shares at or above the price you paid
for them. The market price for our common stock could fluctuate significantly for various reasons, including:



our operating and financial performance and prospects;



our quarterly or annual earnings or those of other companies in our industry;



the public's reaction to our press releases, our other public announcements and our filings with the SEC;



changes in, or failure to meet, earnings estimates or recommendations by research analysts who track our common stock or
the stock of other companies in our industry;



the failure of research analysts to cover our common stock;



general economic, industry and market conditions;



strategic actions by us, our customers or our competitors, such as acquisitions or restructurings;



new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

changes in general conditions in the U.S. and global economies or financial markets, including those resulting from war,
incidents of terrorism or responses to such events;



changes in key personnel;



sales of common stock by us, our principal stockholder or members of our management team;



termination of lock-up agreements with our management team and principal stockholder;



the granting or exercise of employee stock options;



volume of trading in our common stock; and



the impact of the facts described elsewhere in "Risk Factors."

In
addition, in recent years, the stock market has regularly experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of
securities issued by many companies, including companies in our industry. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price
of our common stock could fluctuate based upon factors that have little or nothing to do with us and these fluctuations could materially reduce our share price.

The requirements of being a public company will increase certain of our costs and require significant management focus.

As a public company, our legal, accounting and other expenses associated with compliance-related and other activities will increase.
For example, in connection with this offering, we will create new board committees and appoint one or more independent directors to comply with the corporate governance requirements of the NYSE. Costs
to obtain director and officer liability insurance will contribute to our increased costs. As a result of the associated liability, it may be more difficult for us to attract and retain qualified
persons to serve on our board of directors or as executive officers. Advocacy efforts by stockholders and third parties may also prompt even more changes in governance and reporting requirements,
which could further increase our compliance costs.

We are exempt from certain corporate governance requirements since we are a "controlled company" within the meaning of the NYSE rules and, as a result, you will not have the
protections afforded by these corporate governance requirements.

Following the consummation of this offering, BC Holdings will hold a majority of our common stock. Madison Dearborn, through one of
its investment funds, is BC Holdings' principal equityholder. As a result of the completion of this offering, we will be considered a "controlled company" for the purposes of the NYSE listing
requirements. Under these rules, a company of which more than 50% of the voting power is held by a group is a "controlled company" and may elect not to comply with certain NYSE corporate governance
requirements, including the requirements that our board of directors, our Compensation Committee and our Corporate
Governance and Nominating Committee meet the standard of independence established by those corporate governance requirements. The NYSE independence standards are intended to ensure that directors who
meet the independence standard are free of any conflicting interest that could influence their actions as directors. Accordingly, you may not have the same protections afforded to stockholders of
companies that are subject to all of the NYSE's corporate governance requirements.

Our majority stockholder will have the ability to control significant corporate activities after the completion of this offering and our majority stockholder's interests may
not coincide with yours.

After the consummation of this offering, BC Holdings will beneficially own
approximately % of our common stock,
assuming the underwriters do not exercise their option to purchase additional shares. If the underwriters exercise in full their option to purchase additional shares, BC Holdings will beneficially own
approximately % of our common stock. As a result of its ownership, BC Holdings (and Madison Dearborn as its indirect controlling equityholder), so long as it holds a majority of our
outstanding shares, will have the ability to control the outcome of matters submitted to a vote of stockholders and, through our board of directors, the ability to control decision-making with respect
to our business direction and policies.

Matters
over which Madison Dearborn will, directly or indirectly, exercise control following this offering include:



election of directors;



mergers and other business combination transactions, including proposed transactions that would result in our stockholders
receiving a premium price for their shares;



other acquisitions or dispositions of businesses or assets;



incurrence of indebtedness and the issuance of equity securities;



repurchase of stock and payment of dividends; and



the issuance of shares to management under the 2013 Equity Incentive Plan.

Even
if BC Holdings' ownership of our shares falls below a majority, it may continue to be able to strongly influence or effectively control our decisions. In addition, BC Holdings will
have a contractual right to designate a number of directors proportionate to its stock ownership. See "Certain Relationships and Related Party TransactionsNomination of our Directors."

Conflicts of interest may arise because some of our directors are principals of our largest stockholder.

Messrs. Mencoff, Norton and Soueleles, who are officers or employees of Madison Dearborn, serve on our board of directors.
Madison Dearborn is the ultimate principal equityholder of BC Holdings, our majority stockholder (after giving effect to this offering). Madison Dearborn and entities controlled by it may hold equity
interests in entities that directly or indirectly compete with us, and companies in which it currently invests may begin competing with us. As a result of these relationships, when conflicts between
the interests of Madison Dearborn, on the one hand, and of other stockholders, on the other hand, arise, these directors may not be disinterested. Although our
directors and officers have a duty of loyalty to us under Delaware law and our amended and restated certificate of incorporation that will be adopted in connection with this offering, transactions
that we enter into in which a director or officer has a conflict of interest are generally permissible so long as (1) the material facts relating to the director's or officer's relationship or
interest as to the transaction are disclosed to our board of directors and a majority of our disinterested directors approves the transaction, (2) the material facts relating to the director's
or officer's relationship or interest as to the transaction are disclosed to our stockholders and a majority of our disinterested stockholders approve the transaction or (3) the transaction is
otherwise fair to us. Our amended and restated certificate of incorporation will also provide that Madison Dearborn and its representatives will not be required to offer any transaction opportunity of
which they become aware to us and could take any such opportunity for themselves or offer it to other companies in which they have an investment, unless such opportunity is offered to them solely in
their capacities as our directors.

If you purchase shares of common stock sold in this offering, you will incur immediate and substantial dilution.

If you purchase shares of common stock in this offering, you will incur immediate and substantial dilution in the amount of
$ per share, because the assumed initial public offering price of $ , which is the midpoint of the price
range listed on the cover page of this prospectus, is
substantially higher than the pro forma net tangible book value per share of our outstanding common stock. This dilution is due in large part to the significant losses we incurred after BC Holdings'
equityholders obtained their BC Holdings equity interests. In addition, you may also experience additional dilution upon future equity issuances or the exercise of stock options to purchase common
stock granted to our employees, directors and consultants under our stock option and equity incentive plans. For additional information, see "Dilution."

We do not currently intend to pay dividends on our common stock following the offering.

We do not anticipate paying any cash dividends on our common stock for the foreseeable future, other than the dividend that will be
made to BC Holdings prior to the consummation of this offering. Instead, we intend to retain future earnings to fund our growth. In addition, our existing indebtedness restricts, and we anticipate our
future indebtedness may restrict, our ability to pay dividends. Therefore, you may not receive a return on your investment in our common stock by receiving a payment of dividends. See "Dividend
Policy."

The
issuer of common stock in this offering does not conduct any substantive operations and, as a result, its ability to pay dividends will be dependent upon the financial results and
cash flows of its operating subsidiaries and the distribution or other payment of cash to it in the form of dividends or otherwise. The direct and indirect subsidiaries of the issuer are separate and
distinct legal entities and have no obligation to make any funds available to the issuer.

Future sales of our common stock, or the perception in the public markets that these sales may occur, may depress our stock price.

Sales of substantial amounts of our common stock in the public market after this offering, or the perception that these sales could
occur, could adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional shares. Upon completion of this offering, there will be
shares of our common stock outstanding. Of these,
the shares being sold in this offering
(or shares if the underwriters exercise their option to
purchase additional shares in full) will be freely tradable immediately after this offering (except for any shares purchased by affiliates, if any) and
approximately shares may be sold
upon expiration of lock-up agreements 180 days after the date of this prospectus (subject in some cases to volume limitations). All of our common stock, other than the shares sold
in this offering, is owned by BC Holdings. Sales by BC Holdings of a substantial number of shares after this offering could significantly reduce the market price of our common stock. BC Holdings has
the right to require us to register the shares of our common stock held by it pursuant to the terms of a registration rights agreement to be entered into in connection with the consummation of this
offering.

We
also intend to register all common stock that we may issue under the 2013 Equity Incentive Plan, as described in "Executive Compensation2013 Equity Incentive Plan."
Effective upon the completion of this offering, an aggregate of shares of our common stock will be reserved
for future issuance under the 2013 Equity Incentive Plan. Once we register
these shares, which we plan to do shortly after the completion of this offering, they can be freely sold in the public market upon issuance, subject to the lock-up agreements referred to
above. If a large number of these shares are sold in the public market, the sales could reduce the trading price of our common stock.

We have broad discretion in the use of the net proceeds from our initial public offering and may not use them effectively.

We cannot specify with any certainty the particular uses of the net proceeds that we will receive from our initial public offering. We
will have broad discretion in the application of the net proceeds, including working capital, possible acquisitions, and other general corporate purposes, and we may spend or invest these proceeds in
a way with which our stockholders disagree. The failure by our management to apply these funds effectively could adversely affect our business and financial condition. Pending their use, we may invest
the net proceeds from our initial public offering in a manner that does not produce income or that loses value. These investments may not yield a favorable return to our investors.

Our future operating results may fluctuate significantly and our current operating results may not be a good indication of our future performance. Fluctuations in our
quarterly financial results could affect our stock price in the future.

Our revenues and operating results have historically varied from period-to-period and we expect that they will
continue to do so as a result of a number of factors, many of which are outside of our control. If our quarterly financial results or our predictions of future financial results fail to meet the
expectations of securities analysts and investors, our stock price could be negatively affected. Any volatility in our quarterly financial results may make it more difficult for us to raise capital in
the future or pursue acquisitions that involve issuances of our stock. Our operating results for prior periods many not be effective predictors of future performance.

Factors
associated with our industry, the operation of our business and the markets for our products may cause our quarterly financial results to fluctuate,
including:



the commodity nature of our products and their price movements, which are driven largely by capacity utilization rates and
industry cycles that affect supply and demand;



general economic conditions, including but not limited to housing starts, repair and remodel activity and light commercial
construction, inventory levels of new and existing homes for sale, foreclosure rates, interest rates, unemployment rates, relative currency values, mortgage availability and pricing, as well as other
consumer financing mechanisms, that ultimately affect demand for our products;



the highly competitive nature of our industry;



availability and affordability of raw materials, including wood fiber, glues and resins and energy;



the impact of actuarial assumptions and regulatory activity on pension costs and pension funding requirements;



actions of suppliers, customers and competitors, including merger and acquisition activities, plant closures and financial
failures;



the financial condition and creditworthiness of our customers;



concentration of our sales among a relatively small group or customers;



our substantial indebtedness, including the possibility that we may not generate sufficient cash flows from operations, or
that future borrowings may not be available in amounts sufficient to fulfill our debt obligations and fund other liquidity needs;



cost of compliance with government regulations, in particular environmental regulations;

severe weather phenomena such as drought, hurricanes, tornadoes and fire.

Any
one of the factors above or the cumulative effect of some of the factors referred to above may result in significant fluctuations in our quarterly financial and other operating
results, including fluctuations in our key metrics. The variability and unpredictability could result in our failing to meet our internal operating plan or the expectations of securities analysts or
investors for any period. If we fail to meet or exceed such expectations for these or any other reasons, the market price of our shares could fall substantially and we could face costly lawsuits,
including securities class action suits.

Certain provisions of our amended and restated certificate of incorporation and our amended and restated bylaws may make it difficult for stockholders to change the
composition of our board of directors and may discourage hostile takeover attempts that some of our stockholders may consider to be beneficial.

In anticipation of this offering, Boise Cascade, L.L.C. will be converted from a limited liability company into a corporation and will
adopt an amended and restated certificate of incorporation and amended and restated bylaws. Certain provisions of such amended and restated certificate of incorporation and amended and restated bylaws
may have the effect of delaying or preventing changes in control if our board of directors determines that such changes in control are not in the best interests of us and our stockholders. The
provisions in such amended and restated certificate of incorporation and amended and restated bylaws will include, among other things, the following:



a classified board of directors with three-year staggered terms;



the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms,
including preferences and voting rights, of those shares without stockholder approval;



stockholder action can only be taken at a special or regular meeting and not by written consent following the time that BC
Holdings ceases to beneficially own 50% or more of our common stock;

We
will elect in our amended and restated certificate of incorporation not to be subject to Section 203 of the DGCL, an anti-takeover law. In general,
Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with a person or group owning 15% or more of the corporation's voting stock
for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an
interested stockholder is approved in a prescribed manner. Accordingly, we will not be subject to any anti-takeover effects of Section 203. However, our amended and restated
certificate of incorporation will contain provisions that have the same effect as Section 203, except that they will provide that both Madison Dearborn and any persons

to
whom a Madison Dearborn investment fund sells its common stock will be deemed to have been approved by our board of directors and thereby not subject to the restrictions set forth in our amended
and restated certificate of incorporation that have the same effect as Section 203.

While
these provisions have the effect of encouraging persons seeking to acquire control of our company to negotiate with our board of directors, they could enable the board of
directors to hinder or frustrate a transaction that some, or a majority, of the stockholders might believe to be in their best interests and, in that case, may prevent or discourage attempts to remove
and replace incumbent directors.

These
provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of
our board of directors, which is responsible for appointing the members of our management. For more information, see "Description of Capital Stock."

Any issuance of preferred stock could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common stock, which could
depress the price of our common stock.

Upon completion of this offering, our board of directors will have the authority to issue preferred stock and to determine the
preferences, limitations and relative rights of shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action
by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our common stock. The potential issuance of preferred stock may
delay or prevent a change in control of us, discouraging bids for our common stock at a premium over the market price, and adversely affect the market price and the voting and other rights of the
holders of our common stock.

Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our
business and stock price.

We are not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and
therefore are not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to
comply with the SEC's rules implementing Section 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual
reports and provide an annual management report on the effectiveness of controls over financial reporting. Though we will be required to disclose changes made in our internal controls and procedures
on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first
annual report required to be filed with the SEC. To comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and
procedures and hiring accounting or internal audit staff. Testing and maintaining internal control could divert our management's attention from other matters that are important to the operation of our
business.

Our
independent registered public accounting firm is not required to formally attest to the effectiveness of our internal controls over financial reporting until the year following our
first annual report required to be filed with the SEC. At such time, our independent registered public accounting firm may issue a report that is adverse, in the event it is not satisfied with the
level at which our controls are documented, designed or operating. If we are unable to conclude that we have effective internal control over financial reporting, our independent registered public
accounting firm is unable to provide us with an unqualified report as required by Section 404 or we are required to restate our financial statements, we may fail to meet our public reporting
obligations and investors could lose

confidence
in our reported financial information, which could have a negative effect on the trading price of our stock.

Our business and stock price may suffer as a result of our lack of public company operating experience. In addition, if securities or industry analysts do not publish
research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

We are a privately-held company. Our lack of recent public company operating experience may make it difficult to forecast
and evaluate our future prospects. If we are unable to execute our business strategy, either as a result of our inability to effectively manage our business in a public company environment or for any
other reason, our business, prospects, financial condition and results of operations may be harmed. In addition, as a new public company we do not currently have and may never obtain research coverage
by securities and industry analysts. If no securities or industry analysts commence coverage of our company, the trading price for our stock would be negatively impacted. If we obtain securities or
industry analyst coverage and if one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about our business, our stock price would likely
decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume
to decline.

Certain statements made in this prospectus contain forward-looking statements. Forward-looking statements are subject to risks and
uncertainties that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these
forward-looking statements. Forward-looking statements include information concerning our future financial performance, business strategy, plans, goals and objectives.

Statements
preceded or followed by, or that otherwise include, the words "believes," "expects," "anticipates," "intends," "project," "estimates," "plans," "forecast," "is likely to" and
similar expressions or future or conditional verbs such as "will," "may," "would," "should" and "could" are generally forward-looking in nature and not historical facts. Such statements are based upon
the current beliefs and expectations of our management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking
statements.

The
following factors, among others, could cause our actual results, performance or achievements to differ from those set forth in the forward-looking
statements:



the commodity nature of our products and their price movements, which are driven largely by capacity utilization rates and
industry cycles that affect supply and demand;



general economic conditions, including but not limited to housing starts, repair and remodel activity and light commercial
construction, inventory levels of new and existing homes for sale, foreclosure rates, interest rates, unemployment rates, relative currency values, mortgage availability and pricing, as well as other
consumer financing mechanisms, that ultimately affect demand for our products;



the highly competitive nature of our industry;



availability and affordability of raw materials, including wood fiber, glues and resins and energy;



the impact of actuarial assumptions and regulatory activity on pension costs and pension funding requirements;



actions of suppliers, customers and competitors, including merger and acquisition activities, plant closures and financial
failures;



the financial condition and creditworthiness of our customers;



concentration of our sales among a relatively small group or customers;



our substantial indebtedness, including the possibility that we may not generate sufficient cash flows from operations, or
that future borrowings may not be available in amounts sufficient to fulfill our debt obligations and fund other liquidity needs;



cost of compliance with government regulations, in particular environmental regulations;

Certain
of these and other factors are discussed in more detail in "Risk Factors" in this prospectus. These factors should not be construed as exhaustive and should be read in
conjunction with the other cautionary statements that are included in this prospectus. While we believe that our forecasts and assumptions are reasonable, we caution that actual results may differ
materially. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected.
Consequently, actual events and results may vary significantly from those included in or contemplated or implied by our forward-looking statements. The forward-looking statements included in this
prospectus are made only as of the date of this prospectus and we undertake no obligation to publicly update or review any forward-looking statement made by us or on our behalf, whether as a result of
new information, future developments, subsequent events or circumstances or otherwise.

INDUSTRY AND MARKET DATA

We obtained the industry, market and competitive position data used throughout this prospectus from our own internal estimates and
research as well as from industry publications and research, surveys and studies conducted by third parties, including APAThe Engineered Wood Association, IHS Global Insight, Blue Chip
Economic Indicators, RISI, HIRI, Random Lengths and the U.S. Census Bureau. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be
reliable, although they do not guarantee the accuracy or completeness of such information. While we believe each of these studies and publications is reliable, we have not independently verified
market and industry data from third-party sources. While we believe our internal company research is reliable and the market definitions are appropriate, neither such research nor these definitions
have been verified by any independent source.

We estimate that the net proceeds from our issuance and sale
of shares of common stock in this offering will be
approximately $ million, assuming an initial public offering price of $ per share, which is the
midpoint of the price range listed on the cover page of this
prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

A
$1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) our net proceeds from this offering by approximately
$ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting
discounts
and commissions and estimated offering expenses payable by us.

If
the underwriters exercise their option to purchase additional shares in full, we estimate that the net proceeds from this offering will be approximately
$ million, assuming an initial public offering price of $ per share, which is the midpoint of the
price range listed on the cover page of this prospectus, and
after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

We
expect to use substantially all of the net proceeds from this offering for general corporate purposes, but we have not allocated the proceeds for any specific purpose at this time.
As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

Pending
use of the proceeds from this offering, we intend to invest the proceeds in a variety of capital preservation investments, including short-term, investment-grade and
interest-bearing instruments.

Following the consummation of this offering, we do not plan to pay a regular dividend on our common stock. The declaration and payment
of all future dividends, if any, will be at the discretion of our board of directors and will depend upon our financial condition, earnings, financial condition, contractual conditions, restrictions
imposed by our revolving credit facility and the indenture governing our senior notes or applicable laws and other factors that our board of directors may deem relevant.

Because
we are a limited liability company, we have historically made tax distributions to our member to enable its indirect equityholders to pay taxes associated with our income. We
intend to make a $225.0 million cash distribution to BC Holdings prior to the consummation of this offering, which will require a waiver from lenders under our revolving credit facility.

See
"Management's Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital ResourcesDebt StructureRevolving
Credit Facility" and "Debt Refinancing" for a description of the restrictions in our revolving credit facility and the indenture governing our senior notes, respectively, on our ability
to issue dividends.

The following table presents our cash and cash equivalents and our consolidated capitalization as of September 30, 2012
on:



an actual basis;



an adjusted basis to give effect to (i) our redemption of $75.0 million of our senior subordinated notes on
October 15, 2012; (ii) our issuance of $250.0 million of senior notes on October 22, 2012 and our redemption of our remaining $144.6 million of senior subordinated
notes with a portion of the related proceeds; and (iii) our payment of a $225.0 million cash distribution to BC Holdings prior to the consummation of this offering and a
$25.0 million repayment on our revolving credit facility, which we anticipate will be required to comply with the related covenant in the indenture governing our senior notes in connection with
making the distribution; and



a further adjusted basis to give effect to our conversion from a limited liability company to a corporation and our
receipt of the estimated cash proceeds from the issuance and sale of shares of common stock in this
offering at an assumed initial public offering price of $ per
share (the midpoint of the range set forth on the cover of this prospectus), after deducting underwriting discounts and estimated offering expenses, and the application of the net proceeds as
described under "Use of Proceeds."

This
table should be read in conjunction with "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as the consolidated
historical financial statements and notes thereto included elsewhere in this prospectus. Amounts in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may
not add to the totals due to the effect of rounding.

As of September 30, 2012

Actual

As Adjusted

As Further
Adjusted

(in thousands, except share numbers)

Cash and cash equivalents(1)

$

224,418

$

45,656

$

Long-term debt (including current portion):

Senior secured revolving credit facility(2)

$



$

25,000

$

25,000

71/8% senior subordinated notes(1)

219,560





63/8% senior notes(3)



250,000

250,000

Total debt

219,560

275,000

275,000

Redeemable equity(4)

8,515

8,515



Capital/stockholders' equity:

Equity units

441,123

213,526



Preferred stock, $0.01 par value per share; 50,000,000 shares authorized, as further adjusted, no shares issued and outstanding, as further
adjusted







Common stock, $0.01 par value per share; 200,000,000 shares authorized, as further adjusted,
shares issued and outstanding, as further adjusted

On
October 15, 2012, we redeemed $75.0 million of our senior subordinated notes, including accrued and unpaid interest of $2.7 million.
We used the net proceeds from the offering of $250.0 million of our senior notes on October 22, 2012 to fund the redemption of the remaining $144.6 million of our senior
subordinated notes, including $1.0 million of interest through the redemption date of November 21, 2012.

(2)

At
September 30, 2012, we did not have any outstanding borrowings under our revolving credit facility, other than outstanding letters of credit of
approximately $10.0 million, which reduced our borrowing capacity under our revolving credit facility by an equivalent amount. In connection with the October 15, 2012 redemption of
$75.0 million of our senior subordinated notes, we borrowed an aggregate of $50.0 million under our revolving credit facility. In addition, we anticipate that we will make a
$25.0 million repayment on our revolving credit facility prior to declaring the $225.0 million distribution to BC Holdings, which we anticipate will be required to comply with the
related covenant in the indenture governing our senior notes in connection with making the distribution.

(3)

On
October 22, 2012, we issued $250.0 million of our senior notes and received net proceeds after payment of expenses of
$244.5 million.

(4)

Represents
equity units of FPH held by certain members of our senior management team, which units are redeemable at the option of the holder in the event of
death or disability or the sale of a division resulting in the termination of his or her employment. We have historically classified these units outside of our permanent equity because these units are
subject to mandatory redemption (and may be subject to repayment by us) upon an event that is outside our control (i.e., death or disability). Following the offering, we will reclassify these equity
units as permanent equity because we will have no obligation to satisfy this redemption obligation on FPH's behalf.

A
$1.00 increase (decrease) in the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover of this prospectus, would
increase (decrease) the as further adjusted amount for each of cash and cash equivalents, additional paid-in capital, total stockholders' equity and total capitalization by approximately
$ million, assuming that the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting the estimated underwriting
discounts and commissions and estimated offering expenses payable by us.

The
number of shares of common stock to be outstanding after this offering is based on shares outstanding
as of September 30, 2012, after giving effect to
the conversion of Boise Cascade, L.L.C. into a Delaware corporation.

Our pro forma net tangible book value as of September 30, 2012 was approximately
$ million, or
approximately $ per share. Pro forma net tangible book value per share represents the amount of our total tangible assets less the amount of our total liabilities, divided by the
number
of shares of common stock outstanding, prior to the sale of shares of common stock offered in this offering,
but assuming the completion of the conversion of Boise Cascade, L.L.C. into
Boise Cascade Company. Dilution in pro forma net tangible book value per share represents the difference between the amount per share paid by investors in this offering and the net tangible book value
per share of our common stock outstanding immediately after this offering.

After
giving effect to the completion of the conversion discussed in the immediately prior paragraph, the sale
of shares of common stock in this
offering, based upon an
assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover of this prospectus, after deducting underwriting discounts and commissions
and
estimated expenses payable by us in connection with this offering, our pro forma as adjusted net tangible book value as of September 30, 2012 would have been approximately
$ million, or $ per share of common stock. This represents an immediate decrease in pro forma net
tangible book value of $ per share to existing
stockholders and immediate dilution of $ per share to new investors purchasing shares of common stock in this offering at the initial public offering price.

The
following table illustrates this per share dilution:

Assumed initial public offering price per share

$

Pro forma net tangible book value per share as of September 30, 2012 (after giving effect to the conversion of Boise Cascade, L.L.C. into a Delaware
corporation)

$

Increase in pro forma net tangible book value per share attributable to new investors

Pro forma, as adjusted net tangible book value per share as of September 30, 2012 (after giving effect to the conversion of Boise Cascade, L.L.C.
into a Delaware corporation and this offering)

Dilution per share to new investors

$

The
following table summarizes, as of September 30, 2012, on a pro forma as adjusted basis giving effect to the conversion of Boise Cascade, L.L.C. into a Delaware corporation
and the sale of shares of
common stock in this offering, the number of shares of our common stock purchased from us, the aggregate cash consideration paid to us and the average
price per share paid to us by existing stockholders and to be paid by new investors purchasing shares of our common stock from us in this offering. The table assumes an initial public offering price
of $ per share, the midpoint of the range set forth on the cover of this prospectus, before deducting estimated

underwriting
discounts and commissions and offering expenses payable by us in connection with this offering.

Shares Purchased

Total Consideration

Average Price
Per Shares

Number

Percent

Amount

Percent

Existing stockholder(1)

%

$

$

New investors

Total

100

%

100

%

(1)

The
"Total Consideration" amount does not include $280.4 million invested by BC Holdings' equityholders in BC Holdings, which
BC Holdings subsequently invested in us in 2006. BC Holdings also invested $83.2 million in 2009 and $86.1 million in 2010 which has also been excluded above.

A
$1.00 increase (decrease) in the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover of this prospectus, would
increase (decrease) the total consideration paid by investors participating in this offering by $ million, or increase (decrease) the percent of total consideration paid by
investors participating in this offering by %, assuming that the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting the
estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Except
as otherwise indicated, the discussion and tables above assume no exercise of the underwriters' option to purchase additional shares. If the underwriters' option to purchase
additional shares is exercised in full, our existing stockholders would own approximately % and our new investors would own approximately % of the total
number of shares of
our common stock outstanding after this offering.

To
the extent that any options or other equity incentive grants are issued in the future (including pursuant to the 2013 Equity Incentive Plan) with an exercise price or purchase price
below the initial public offering price, new investors will experience further dilution.

The following tables set forth our selected consolidated historical and pro forma financial data. You should read the information set
forth below in conjunction with "Use of Proceeds," "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated historical financial
statements and notes thereto included elsewhere in this prospectus. The statement of income (loss) data for each of the years ended December 31, 2009, 2010 and 2011 and the balance sheet data
as of December 31, 2010 and 2011 set forth below are derived from our audited consolidated financial statements included elsewhere in this prospectus. The statements of income (loss) data for
each of the nine-month periods ended September 30, 2011 and 2012 and the balance sheet data as of September 30, 2012 set forth below are derived from our unaudited quarterly
consolidated financial statements included elsewhere in this prospectus and contain all adjustments, consisting of normal recurring adjustments, that management considers necessary for a fair
presentation of our financial position and results of operations for the periods presented. Operating results for the nine-month periods are not necessarily indicative of results for a
full financial year, or any other periods. See "Index to Consolidated Financial Statements." The statement of income (loss) data for each of the years ended December 31, 2007 and 2008 and the
balance sheet data as of December 31, 2007, 2008 and 2009 are derived from our audited consolidated financial statements not included in this prospectus.

On
February 22, 2008, we sold our Paper and Packaging & Newsprint assets and most of our Corporate and Other assets to Boise Inc.
Fiscal years 2007 and 2008 include the operating results of our sold Paper and Packaging & Newsprint assets through February 21, 2008.

(2)

In
2007, costs and expenses include $4.4 million of income for changes in our retiree healthcare programs. In 2008, costs and expenses include
$11.3 million of expenses related to closing our veneer operations in St. Helens, Oregon and our plywood manufacturing facility in White City, Oregon, a $5.7 million net gain on
the sale of our indirect wholly owned subsidiary in Brazil and a $2.9 million gain on the sale of our Paper and Packaging & Newsprint assets. In 2009, costs and expenses include
$8.9 million of expenses related to a facility closure, of which $3.7 million was included in EBITDA and $5.2 million was accelerated depreciation recorded in depreciation and
amortization. In 2010, costs and expenses include $4.6 million of income associated with receiving proceeds from a litigation settlement related to vendor product pricing. In 2011, costs and
expenses include $3.8 million of expense related to the closure of a laminated beam plant and noncash asset write-downs, of which $2.9 million was included in the first nine months of
2011.

(3)

Represents
the change in fair value of contingent value rights issued in connection with the sale of our Paper and Packaging & Newsprint assets in
2008.

(4)

2007
includes approximately $8.4 million of income related to the change in fair value of interest rate swaps in connection with the repayment of
some of our variable-rate debt, partially offset by $4.6 million of expense related to changes in the fair value of our interest rate swaps that we accounted for as economic hedges.
2008 includes $6.3 million of expense related to changes in the fair value of our interest rate swaps that we accounted for as economic hedges.

(5)

Represents
gain on the repurchase of $11.9 million and $8.6 million of our senior subordinated notes in 2009 and 2010, respectively.

(6)

Both
pro forma net income (loss) per share and pro forma weighted shares outstanding give effect to our conversion from a limited liability company to a
corporation and to the issuance of shares in this offering. The pro forma results of our being treated as a corporation had no impact on net income (loss) for the pro forma nine months ended
September 30, 2012 and the pro forma year ended December 31, 2011, primarily as a result of placing a full valuation allowance on the tax benefits associated with the 2011 net operating
losses. The pretax income for the nine months ended September 30, 2012 would not have resulted in an adjustment to our income tax provision due to the utilization of the net operating losses
carried forward from 2011. In addition, due to its non-recurring nature, the pro forma presentation does not reflect the recognition of a net deferred tax liability of approximately
$4.0 million, net of deferred tax assets and related valuation allowances, related to our tax status conversion from a limited liability company to a corporation prior to the consummation of
this offering. Following the offering, our effective tax rate is expected to be higher than in historical periods based on U.S. federal and state income tax rates applicable to a corporation and
because we will not be able to utilize the net operating losses incurred while we were a limited liability company. See "Management's Discussion and Analysis of

Financial
Condition and Results of OperationsTaxation." Earnings per common share is not applicable to historical periods, as there were no shares of common stock outstanding during these
periods.

(7)

For
2009, includes $0.9 million of cash paid for the purchase of a truss assembly operation and EWP sales office in Saco and Biddeford, Maine,
respectively and $3.7 million of cash paid for the purchase of a sawmill in Pilot Rock, Oregon. For 2011, includes $5.8 million of cash paid for the acquisition of a laminated beam and
decking manufacturing plant in Homedale, Idaho. For the first nine months of 2012, includes $2.4 million of cash paid for the February 2012 acquisition of a sawmill in Arden, Washington.

(8)

EBITDA
is defined as income (loss) before interest (interest expense and interest income), income taxes and depreciation, amortization and depletion.
EBITDA is the primary measure used by our chief operating decision maker to evaluate segment operating performance and to decide how to allocate resources to segments. We believe EBITDA is useful to
investors because it provides a means to evaluate the operating performance of our segments and our company on an ongoing basis using criteria that are used by our internal decision makers and because
it is frequently used by investors and other interested parties when comparing companies in our industry that have different financing and capital structures and/or tax rates. We believe EBITDA is a
meaningful measure because it presents a transparent view of our recurring operating performance and allows management to readily view operating trends, perform analytical comparisons and identify
strategies to improve operating performance. EBITDA, however, is not a measure of our liquidity or financial performance under GAAP and should not be considered as an alternative to net income (loss),
income (loss) from operations, or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity. The use of
EBITDA instead of net income (loss) or segment income (loss) has limitations as an analytical tool, including the inability to determine profitability; the exclusion of interest expense, interest
income and associated significant cash requirements; and the exclusion of depreciation and amortization, which represent unavoidable operating costs. Management compensates for the limitations of
EBITDA by relying on our GAAP results. Our measure of EBITDA is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of
calculation.

Adjusted
EBITDA is defined as EBITDA before the change in fair value of contingent value rights issued in connection with the sale of our Paper
and Packaging & Newsprint assets, as well as certain other unusual items, including gain on the repurchase of long-term debt and a litigation gain. For years 2007 and 2008, Adjusted
EBITDA also excludes the operating results related to the Paper and Packaging & Newsprint assets sold in February 2008.

The following is a reconciliation of net income (loss) to EBITDA and Adjusted EBITDA:

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read this discussion and analysis in conjunction with our historical consolidated financial
statements and the notes thereto included elsewhere in this prospectus. This discussion and analysis covers periods prior to this offering and related transactions (including the conversion of Boise
Cascade, L.L.C. into a Delaware corporation). As a result, the discussion and analysis of historical periods does not reflect the impact that this offering, such conversion and other related
transactions will have on us. Our historical results may not be indicative of our future performance. This discussion and analysis contains forward-looking statements and involves numerous risks and
uncertainties, including, but not limited to, those discussed in "Risk Factors." Our actual results may differ materially from those contained in any forward-looking statements.

Overview

Company Background

We are a large, vertically-integrated wood products manufacturer and building materials distributor with 49 facilities
(consisting of 18 manufacturing facilities and 31 distribution facilities) located throughout the United States and Canada. We have three reportable segments: (i) Wood Products, which
manufactures and sells EWP, plywood, particleboard, studs and ponderosa pine lumber; (ii) Building Materials Distribution, which is a wholesale distributor of building materials; and
(iii) Corporate and Other, which includes corporate support staff services, related assets and liabilities and foreign exchange gains and losses. Our broad line of products is used primarily in
new residential construction, residential repair and remodeling projects, light commercial construction and industrial applications. We have a broad base of more than 4,500 customers, which
includes a diverse mix of leading wholesalers, home improvement centers, retail lumberyards and industrial converters. Our Wood Products and Building Materials Distribution segments are
vertically-integrated from wood procurement through distribution. Approximately 37% of the sales of our Wood Products segment were to our Building Materials Distribution segment in the LTM period. No
single customer represented more than 11% of sales and our top ten customers represented less than 31% of sales in the LTM period.

Factors That Affect Our Operating Results

Our results of operations and financial performance are influenced by a variety of factors, including: (i) the commodity nature
of the products we manufacture and distribute; (ii) general economic and industry conditions affecting demand; and (iii) availability and affordability of raw materials, including wood
fiber, glues, resins and energy. These factors have historically produced cyclicality in our results of operations, and we expect this cyclicality to continue in future periods.

Commodity Nature of Our Products

Many of the building products we manufacture or distribute, including OSB, plywood, lumber and particleboard, are commodities that are
widely available from other manufacturers or distributors with prices and volumes determined frequently based on participants' perceptions of short-term supply and demand factors. At
times, the price for any one or more of the products we produce may fall below our cash production costs, requiring us to either incur short-term losses on product sales or cease
production at one or more of our manufacturing facilities. As a result, our profitability with respect to these commodity products depends, in significant part, on managing our cost structure,
particularly raw materials and labor, which represent the largest components of our operating costs, as well as the purchase cost for commodities we distribute. Commodity wood product prices could be
volatile in response to operating rates and inventory levels in various distribution channels. Commodity

In
our Wood Products segment, our plan is to continue to respond to difficult market conditions by actively managing our production facilities to balance supply with demand. In
addition, we plan to further expand our market position in EWP. We believe that EWP will continue to gain market share from dimensional lumber products and that margins for EWP over time will be
higher and more stable than those for most dimensional lumber products. We are focused on leveraging our manufacturing position, comprehensive customer service offering, design support capabilities
and efficient distribution network to continue to gain market share among home builders, building products retailers and other distributors.

General Economic and Industry Conditions Affecting Demand

The level of housing starts is especially important to our results of operations. From 2005 to 2011, total housing starts in the
United States declined by more than 70% and remained substantially below average historical levels during the first nine months of 2012. The significant drop in new residential construction created
challenging conditions for building products manufacturers and distributors, with substantial reductions in manufacturing and distribution capacity occurring since late 2008 as companies adjusted to
lower industry demand.

In
contrast, housing starts increased substantially in 2012 and, as a result, demand for the products we manufacture and distribute has also increased. U.S. single- and multi-family
housing starts were 0.87 million in September 2012 on a seasonally adjusted annual rate basis, an increase of 35% from September 2011. Many economists expect housing starts to continue to
increase. In November 2012, the Blue Chip Economic Indicators median consensus forecast of single and multi-family housing starts in the U.S. was approximately 0.77 million units for 2012 and
approximately 0.92 million units for 2013, which represent annual increases of 26% and 19%, respectively. We believe that over the long-term, there is considerable growth potential
in the U.S. housing sector. In November 2012, IHS Global Insight estimates that total U.S. single- and multi-family housing starts will average 1.48 million units per year from 2012 through
2021, levels that are in line with the 50-year historical average.

Unemployment
rates in the U.S. improved to 7.8% as of September 30, 2012, from 9.0% as of September 30, 2011. We believe continued employment growth, prospective
homebuyers' access to financing, and improved consumer confidence will be necessary to increase household formation rates. Improved household formation rates in turn will help reduce excess housing
inventory and stimulate new construction.

Demand
for new residential construction is also influenced by several other economic conditions, including mortgage availability and rates, household formation rates, domestic
population growth, immigration rates, residential vacancy and foreclosure rates, demand for second homes, existing home prices and consumer confidence.

We
believe that our product line diversification provides us some protection from declines in new residential construction. Our products are used not only in new residential
construction, but also in residential repair and remodeling projects. Residential repair and remodeling spending increased significantly over the past ten years. The overall age of the U.S. housing
stock, increased focus on making homes more energy efficient, rising home prices and availability of consumer loans at low interest rates are expected to drive long-term growth in repair
and remodeling expenditures.

Availability and Affordability of Raw Materials

Our principal raw material is timber, which accounted for approximately 38% of the aggregate amount of materials, labor and other
operating expenses, including from related parties, for our Wood

Products
segment in 2011. We satisfy our timber requirements through a combination of purchases under supply agreements, open market purchases and purchases pursuant to contracts awarded under public
timber auctions. In February 2005, our affiliate sold its timberland operations to Forest Capital Partners, LLC ("Forest Capital"), an unaffiliated third party. In connection with this sale, we
entered into a series of fiber supply agreements with Forest Capital. These fiber supply agreements required Forest Capital to sell a specified amount of timber to us at prices generally related to
market prices. In 2012, Forest Capital sold the timberlands to a group of purchasers whose investments in the timberlands are managed by Hancock Natural Resource Group, Inc. ("Hancock") and to a group
of purchasers whose investments in the timberlands are managed by The Molpus Woodlands Group LLC ("Molpus"). The purchasers of the timberlands (other than Molpus) assumed Forest Capital's obligations
under the 2005 wood supply agreements, and the Molpus entities entered into a new master harvest rights agreement on substantially the same terms. In 2011, approximately 43% of our timber was supplied
pursuant to these agreements.

We
also bid in auctions conducted by federal, state and local authorities for the purchase of timber, generally at fixed prices, under contracts with a term of generally one to three
years. In 2011, approximately 22% of our timber was supplied under government contracts. The remainder of our log supply in 2011 was supplied through private purchases directly from timber owners or
through dealers.

The
cost of timber is strongly correlated with product prices for building materials, with an increase in product prices driving increases in timber costs. Because wood fiber is a
commodity, prices have been cyclical historically in response to changes in domestic and foreign demand and supply. Demand for dimension lumber has a strong influence on pricing, as the dimension
lumber industry is the largest consumer of timber.

Foreign
demand for log exports, particularly from China, increased log costs in the Western U.S. in 2010 and 2011 and negatively affected wood products manufacturers in the region.
Sustained periods of high log costs may impair the cost competitiveness of our manufacturing facilities. Availability of residual wood fiber for our particleboard operation has been negatively
affected by significant mill closures and curtailments that have occurred among solid-wood product producers.

Our
aggregate cost of obtaining timber is also impacted by fuel costs and the distance between our fiber source and our facilities, as we are often required to transport the timber we
purchase from the source to our facilities.

We
also use various resins and glues in our manufacturing processes, the costs of which are influenced by changes in the prices of raw material input costs, primarily fossil fuel
products. We purchase many of our raw materials through long-term contracts that contain price adjustment mechanisms that take into account changes in market prices. Therefore, although
our
long-term contracts provide us with supplies of raw materials and energy that are more stable than open-market purchases, in many cases they will not alleviate fluctuations in
market prices.

For the nine months ended September 30, 2012, total sales increased $383.9 million, or 23%, to $2,084.5 million
from $1,700.6 million for the same period in the prior year. The increase in sales was driven primarily by increases in sales volumes and prices for many of the products we manufacture and
distribute. Single-family housing starts, which are a primary driver of our sales and typically result in higher building product utilization per start than multi-family units, experienced an increase
of 24% for the first nine months of the year, compared with the same period in 2011.

Wood Products. For the nine months ended September 30, 2012, sales, including sales to our
Building Materials Distribution segment, increased
$180.5 million, or 34%, to $712.7 million from $532.2 million in the same period in the prior year. The increase in sales was due primarily to higher plywood volumes and prices,
as well as increased EWP and lumber sales volumes, offset slightly by declines in EWP prices. Plywood sales volumes increased 24% primarily as a result of increased operating rates and market share
gains. LVL and I-joist sales volumes both increased 31% due to higher levels of residential construction activity, additional sales to existing customers and sales from new EWP customers.
Lumber sales volumes increased 21% while higher residual fiber sales volumes also contributed to the increase in sales. Plywood prices increased 27%, while LVL and I-joist sales prices
declined 6% and 5%, respectively.

Building Materials Distribution. For the nine months ended September 30, 2012, sales increased
$287.3 million, or 21%, to
$1,637.2 million from $1,349.9 million in the same period in the prior year. The increase in sales was driven primarily by improvements in sales volumes and prices of 13% and 8%,
respectively. By product line, sales of EWP (substantially all of which is sourced through our Wood Products segment), commodity and general line products increased 40%, 27% and 10%, respectively.

Costs and Expenses

For the nine months ended September 30, 2012, materials, labor and other operating expenses, including from a related party,
increased $288.9 million, or 19%, to $1,795.9 million, compared with $1,507.0 million in the same period in the prior year. The increase primarily reflects higher purchased
materials costs as a result of higher sales volumes in our Building Materials Distribution segment. In addition, higher manufacturing costs, including wood costs, labor, glues and resins and energy,
were driven by higher sales volumes of plywood and EWP in our Wood Products segment, as well as higher per-unit log costs. However, manufacturing costs in our Wood Products segment
decreased as a percentage of sales due to higher average sales prices, productivity improvements and the leveraging of our fixed manufacturing costs due to higher sales volumes.

For
the nine months ended September 30, 2012, depreciation and amortization expenses decreased $2.6 million, or 9%, to $24.9 million, compared with
$27.5 million in the same period in the prior year. The decrease was due primarily to certain property and equipment becoming fully depreciated during 2011.

For
the nine months ended September 30, 2012, selling and distribution expenses increased $23.6 million, or 15%, to $176.9 million, compared with
$153.3 million during the same period in 2011. The increase was due primarily to increased compensation and benefit costs, including performance-based incentive costs, as well as higher
transportation costs in our Building Materials Distribution segment. These increases were driven by improved operating results and increased sales volumes.

For
the nine months ended September 30, 2012, general and administrative expenses increased $3.4 million, or 12%, to $31.9 million, compared with
$28.5 million for the same period in 2011. The increase was due primarily to higher performance-based incentive costs as a result of improved operating results.

Outsourcing Services Agreement. Included in costs and expenses for each of the nine-month periods
ended September 30, 2012 and 2011 are $11.0
million of expenses related to the Outsourcing Services Agreement we have with Boise Inc. For more information related to the Outsourcing Services Agreement, see Note 3, "Outsourcing Services
Agreement," to our audited consolidated financial statements, included elsewhere in this prospectus.

For
the nine months ended September 30, 2012, other (income) expense, net, was insignificant. Other (income) expense, net, for the nine months ended September 30, 2011,
was $2.3 million of

expense,
including $1.3 million related to the closure of a manufacturing plant in our Wood Products segment and $1.2 million in noncash asset write-downs.

Income (Loss) From Operations

Income from operations increased $72.5 million to $54.5 million for the nine months ended September 30, 2012,
compared with a $18.0 million loss for the nine months ended September 30, 2011. Our improved financial results were driven primarily by higher sales volumes and prices for many of the
products we manufacture and distribute. In addition, during the nine months ended September 30, 2011, we recorded $2.9 million of charges related to the closure of a manufacturing plant
in our Wood Products segment and noncash asset write-downs. These charges are discussed in more detail below.

Wood Products. For the nine months ended September 30, 2012, segment income improved
$58.8 million to $48.8 million of income
from a $10.0 million loss for the nine months ended September 30, 2011. The increase in segment income was driven primarily by higher plywood sales prices as well as lower
per-unit manufacturing costs resulting from higher sales volumes of EWP and plywood and productivity improvements. These improvements were offset partially by higher log costs, an increase
in selling and distribution costs, and declines in EWP prices. In addition, during the nine months ended September 30, 2011, we recorded charges of $2.2 million related to the closure of
a manufacturing plant in our Wood Products segment and noncash asset write-downs.

Building Materials Distribution. For the nine months ended September 30, 2012, segment income
increased $15.4 million to
$18.2 million from $2.8 million for the nine months ended September 30, 2011. The improvement in segment income was driven primarily by a 13% improvement in sales volumes and a
10-basis-point improvement in gross margins. While total selling and distribution expenses increased 13%, these costs decreased as a percentage of segment sales by 70 basis points, as
selling and distribution expenses did not increase at the same rate as sales. In addition, during the nine months ended September 30, 2011, we recorded a noncash asset write-down of
$0.8 million.

Other

Foreign Exchange Gain (Loss). For the nine months ended September 30, 2012, foreign exchange
gain was $0.1 million compared with a
loss of $0.6 million for the same period in the prior year. The gain was driven primarily by the strengthening of the Canadian dollar compared with the U.S. dollar.

Interest Expense. Interest expense increased $0.3 million to $14.5 million, or 2%, for the
nine months ended September 30,
2012, compared with $14.2 million for the nine months ended September 30, 2011. The increase in interest expense was attributable to higher deferred financing amortization costs related
to our revolving credit facility entered into in July 2011.

2011 Compared With 2010

Sales

For the year ended December 31, 2011, total sales increased $7.5 million, or 0.3%, to $2,248.1 million from
$2,240.6 million during the year ended December 31, 2010, driven primarily by increases in sales volumes for many of the products we manufacture, offset partially by a decrease in
plywood prices. U.S. housing starts increased 4% in 2011, compared with the prior year. However, single-family housing starts, which are a primary driver of our sales and typically result in higher
building product utilization per start than multi-family units, declined 9% for the year, compared with 2010. Commodity product prices in 2011 were much less volatile than commodity product prices in
2010. Average composite lumber and panel prices in 2011 were 4% and 10% lower, respectively, than in 2010 as reflected by Random Lengths composite lumber and panel pricing.

Wood Products. For the year ended December 31, 2011, sales, including sales to our Building
Materials Distribution segment, increased
$25.1 million, or 4%, to $712.5 million from $687.4 million in 2010. The increase in sales was due primarily to higher EWP and plywood sales volumes, as well as higher byproduct
sales, offset partially by lower plywood prices. In 2011, LVL and I-joist sales volumes increased 8% and 5%, respectively, due to the capture of further sales opportunities with customers
in the U.S. and Canada and further EWP market penetration. Compared with 2010, I-joist prices increased 2%, while LVL prices were flat. Plywood volumes increased 2% in 2011, while plywood
prices decreased 6% compared to the prior year.

Building Materials Distribution. For the year ended December 31, 2011, sales increased
$1.4 million, or 0.1%, to
$1,779.4 million from $1,778.0 million for the year ended December 31, 2010. Compared with 2010, the overall volume of product sold and product sales prices were flat. By product
line, sales of EWP and general line products increased 10% and 3%, respectively, offset by a 5% decline in commodity sales due to lower pricing.

Costs and Expenses

Materials, labor and other operating expenses, including from related parties, increased $11.7 million, or 1%, to
$1,992.7 million for the year ended December 31, 2011, compared with $1,981.0 million during the prior year. The increase primarily reflects higher manufacturing costs, including
wood costs, labor, glues and resins and energy, as a result of higher sales volumes of EWP and plywood in our Wood Products segment. In addition, materials, labor and other operating expenses,
including from related parties, increased as a percentage of sales by 20 basis points. Within wood costs, delivered log costs were 5% higher in 2011 as compared with 2010, driven by higher log costs
in the Pacific Northwest, offset partially by lower costs for OSB in our I-joist production.

Depreciation
and amortization expenses increased $2.1 million, or 6%, to $37.0 million for the year ended December 31, 2011, compared with $34.9 million
during the prior year. The increase was due primarily to purchases of property and equipment and accelerated depreciation of $0.4 million on a closed manufacturing plant in our Wood Products
segment.

Selling
and distribution expenses increased $2.5 million, or 1%, to $205.0 million for the year ended December 31, 2011, compared with $202.5 million for the
prior year. The increase was due primarily to higher employee-related expenses in our Wood Products segment to support our growing EWP sales in Canada. In addition, in our Building Materials
Distribution segment, higher transportation costs were offset partially by lower other variable expenses.

General
and administrative expenses, including from related party, decreased $2.8 million, or 7%, to $37.2 million for the year ended December 31, 2011, compared
with $40.0 million for the prior year. The decrease was due primarily to lower incentive compensation costs.

Outsourcing Services Agreement. Included in the 2011 and 2010 costs and expenses set forth above
are $14.7 million and $14.4 million,
respectively, of expenses related to the Outsourcing Services Agreement we have with Boise Inc., under which Boise Inc. provides a number of corporate staff services to us at cost. For
more information related to the Outsourcing Services Agreement, see Note 3, "Outsourcing Services Agreement," to our audited consolidated financial statements included elsewhere in this
prospectus.

Other
(income) expense, net, for the year ended December 31, 2011, was $3.2 million of expense, including $1.3 million related to the closure of a laminated beam
manufacturing plant in Emmett, Idaho and $2.0 million in noncash asset write-downs. In 2010, other (income) expense included $4.6 million of
income associated with receiving proceeds from a litigation settlement related to vendor product pricing.

Loss from operations increased $13.8 million to a $27.0 million loss for the year ended December 31, 2011,
compared with a $13.2 million loss for the year ended December 31, 2010, due primarily to a 20-basis-point decline in gross margins, as further described below and
$3.8 million of charges related to the closure of a laminated beam manufacturing plant in Emmett, Idaho and noncash asset write-downs. Also, 2010 benefited from $4.6 million of income
from a litigation settlement related to vendor product pricing. These changes are discussed in more detail below.

Wood Products. Segment loss increased $7.0 million, or 86%, to $15.1 million for the year
ended December 31, 2011, from
$8.1 million for the year ended December 31, 2010. The increase in segment loss was driven primarily by a 6% decrease in plywood prices, offset partially by higher prices and sales
volumes in our EWP business, as well as higher byproduct sales. In addition, depreciation and amortization expense and selling and distribution costs increased in 2011 compared with the prior year.
During 2011, we also recorded charges of $2.6 million related to the closure of a laminated beam manufacturing plant in Emmett, Idaho and noncash asset write-downs. During 2010, the segment
benefited from $0.5 million of income from a litigation settlement related to vendor product pricing. Excluding the $2.6 million of closure costs and noncash asset write-downs from the
2011 results and the $0.5 million litigation settlement from the 2010 results, segment loss increased $3.9 million.

Building Materials Distribution. Segment income decreased $9.6 million, or 83%, to
$2.0 million for the year ended December 31,
2011, from $11.6 million for the year ended December 31, 2010. The decrease in income was driven by a 20-basis-point decline in gross margins resulting from competitive
pressures and more stable commodity pricing, allowing for less margin opportunity, a $0.9 million increase in depreciation and amortization expense and higher transportation costs. In addition,
during 2011, we recorded $1.2 million of noncash asset write-downs. During 2010, the segment benefited from $4.1 million of income from a litigation settlement related to vendor product
pricing. Excluding the $1.2 million of noncash asset write-downs from the 2011 results and the $4.1 million litigation settlement from the 2010 results, segment income declined
$4.3 million.

Other

Foreign Exchange Gain (Loss). For the year ended December 31, 2011, foreign exchange loss was
$0.5 million, compared with a gain of
$0.4 million for the prior year. The 2011 loss was driven primarily by the strengthening of the U.S. dollar, compared with the Canadian dollar.

Interest Expense. Interest expense decreased $2.0 million, or 10%, to $19.0 million for
the year ended December 31, 2011,
compared with $21.0 million for the prior year. We paid down outstanding borrowings on our credit facility in April 2010 and repurchased $8.6 million of our senior subordinated notes in
December 2010, which subsequently lowered our interest expense. In addition, interest expense was higher in 2010 due to the write-off of a portion of deferred financing costs associated
with the April 2010 paydown and commitment reduction of our prior revolving credit facility.

2010 Compared With 2009

Sales

Total sales increased $267.3 million, or 14%, to $2,240.6 million in 2010 from $1,973.3 million in 2009. The
increase was due primarily to higher prices for many of the commodity products we manufacture and distribute. The Random Lengths' composite lumber and panel prices were approximately 27% and 25%
higher, respectively, on average, during 2010 compared with 2009. Government interventions, like the tax credit for first-time home buyers, supported the new residential construction
market in the first half of 2010, but once the tax credit expired, demand weakened. Lumber and panel prices rose sharply from the start of the year through April 2010 and began to

retreat
in early May. The Random Lengths composite lumber and panel prices dropped from $367 and $474, respectively, at their peak in April 2010 to $247 and $328, respectively, by late June. We
believe the dramatic drop was the result of stagnating demand and increased industry production in response to a run-up in prices in the first four months of the year, which resulted from
constrained dealer inventory levels, curtailments and disrupted imports. Prices were less volatile in the last half of the year.

Building Materials Distribution. Sales increased $168.2 million, or 10%, to
$1,778.0 million in 2010 from $1,609.8 million in
2009. The increase was driven primarily by an 11% increase in product sales prices. Compared with 2009, the volume of product sold was flat.

Wood Products. Sales increased $136.6 million, or 25%, to $687.4 million in 2010 from
$550.8 million in 2009. The increase in
sales was attributable to higher sales volumes and prices for all of our major product lines. The increase in sales volumes was due primarily to the capture of further sales opportunities with
existing customers of plywood and EWP and the modest 6% increase in housing starts. Compared with 2009, plywood sales prices and volumes increased 16% and 10%, respectively, and lumber sales prices
and volumes increased 21% and 2%, respectively. In 2010, LVL and I-joist sales volumes increased 16% and 21%, respectively, due to the capture of further sales opportunities with existing
customers, the modest increase in housing starts and further EWP market penetration, as more builders transitioned to the use of EWP. Compared with 2009, LVL and I-joist prices increased
4% and 5%, respectively, due to two price increases implemented in 2010.

Costs and Expenses

Materials, labor and other operating expenses, including from related parties, increased $194.0 million, or 11%, to
$1,981.0 million in 2010, compared with $1,787.0 million in 2009. The increase was driven primarily by higher purchased materials costs of $164.5 million in our Building Materials
Distribution segment. Gross margins decreased 50 basis points in our Building Materials Distribution segment, due primarily to volatility in the commodity product markets during the year. Conversely,
in 2009, commodity product prices trended higher, which positively affected gross margins. In our Wood Products segment, wood costs increased $27.6 million. Compared with 2009, chemical and
energy costs increased $8.2 million. The increase in materials, labor and other operating
expenses, including from related parties, was also attributable to an increase in sales volumes in all of our major product lines in our Wood Products segment. While total materials, labor and other
operating expenses, including from related parties, increased in 2010, total costs decreased as a percent of sales, as these costs did not increase at the same pace as sales.

Depreciation
and amortization expenses decreased $6.0 million, or 15%, to $34.9 million in 2010, compared with $40.9 million in 2009. In 2009, we recognized
$5.2 million of incremental expense as a result of accelerating depreciation on the assets at our La Grande, Oregon, lumber manufacturing facility following our decision to close the
operations.

Selling and distribution expenses increased $12.0 million, or 6%, to $202.5 million in 2010, compared with $190.4 million in 2009. The
increase was due to increased occupancy-related expenses at the building materials distribution facilities we added or expanded in 2010, increased transportation costs and increased compensation and
benefit costs. While total selling and distribution expenses increased in 2010, costs decreased as a percent of sales, because these costs did not increase at the same pace as sales.

General
and administrative expenses, including from related party, increased $2.4 million, or 7%, to $40.0 million in 2010, compared with $37.6 million in 2009. The
increase was principally the result of higher compensation and benefit costs.

Outsourcing Services Agreement. Included in the 2010 and 2009 costs and expenses set forth above,
are $14.4 million and $14.9 million
of expenses related to the Outsourcing Services Agreement we have with Boise Inc. For more information related to the Outsourcing Services Agreement, see Note 3, "Outsourcing Services
Agreement," to our audited consolidated financial statements, included elsewhere in this prospectus.

In
2010, other (income) expense included $4.6 million of income associated with receiving proceeds from a litigation settlement related to vendor product pricing. In 2009, other
(income) expense included $3.2 million of expense related to facility closures and a net $0.7 million noncash curtailment gain related to amending our defined benefit pension plan for
salaried employees and nonqualified salaried pension plans so that no future benefits would accrue in the plans after December 31, 2009.

Income (Loss) From Operations

Our loss from operations decreased $70.3 million, or 84%, from $83.5 million in 2009 to $13.2 million in 2010.
The improved financial results were driven primarily by higher product prices. Also contributing to the improved results in 2010 were favorable per-unit conversion costs in our Wood
Products segment.

Wood Products. Segment loss decreased $69.2 million, or 90%, from $77.3 million in 2009
to $8.1 million in 2010. The improved
financial results in 2010 were driven primarily by favorable product prices, primarily plywood prices, which increased 16%. Compared with 2009, favorable per-unit conversion costs also
contributed to improved financial results. In 2010, we recorded $0.5 million of income from a litigation settlement related to vendor product pricing. The Wood Products segment loss for 2009
included $8.9 million of expenses related to closing our lumber manufacturing facility in La Grande, Oregon. Excluding the $0.5 million litigation settlement from the 2010 results
and the $8.9 million of expenses related to closing our lumber manufacturing facility in La Grande in 2009, segment loss decreased $59.8 million.

Building Materials Distribution. Segment income increased $3.6 million, or 46%, from
$8.0 million in 2009 to $11.6 million in
2010. Excluding the $4.1 million of income recorded from a litigation settlement related to vendor product pricing, segment income decreased $0.5 million. The decrease in income was
driven by increased occupancy-related expenses at the building materials distribution facilities we added or expanded in 2010 and higher compensation and benefit costs, offset by higher gross margin
dollars from increased sales.

Other

Gain on repurchase of long-term debt. During 2010 and 2009, we repurchased $8.6 million and
$11.9 million of senior
subordinated notes, respectively. In 2009, we recorded a $6.0 million gain related to the repurchase.

Interest expense. In 2010, interest expense was $21.0 million, compared with
$22.5 million in 2009. The decrease was driven primarily
by a lower amount of borrowings outstanding during 2010. For more information, see "Liquidity and Capital ResourcesFinancing Activities."

Taxation

We are currently a limited liability company, and the majority of our businesses and assets are held and operated by limited liability
companies, which are not subject to entity-level federal or state income taxation. Our income tax provision generally consists of income taxes payable to states that do not allow for the income tax
liability to be passed through to our equityholders, as well as income taxes payable by our separate subsidiaries that are taxed as corporations. Following our conversion to a corporation in
connection with this offering, our effective tax rate is expected to be higher than in historical periods based on U.S. federal and state income tax rates applicable to a corporation and because we
will not be able to utilize the net operating losses incurred while we were a limited liability company.

Liquidity and Capital Resources

At September 30, 2012, we had $224.4 million of cash and $219.6 million of long-term debt, including
current portion. At September 30, 2012, we had $483.8 million of available liquidity (cash and cash equivalents and unused borrowing capacity under our senior secured asset-based
revolving credit facility). We generated $42.0 million of cash during the nine months ended September 30, 2012, as cash provided by operations was offset partially by capital spending
acquisitions and distributions to members, as discussed below.

On
September 7, 2012, we entered into a first amendment to our revolving credit facility, which increased the aggregate lending commitments under our revolving credit facility
from $250.0 million to $300.0 million. On October 12, 2012, we borrowed $50.0 million under our revolving credit facility to partially fund the redemption of
$75.0 million of our senior subordinated notes. In addition, on October 22, 2012, we issued $250.0 million aggregate amount of our senior notes to fund the redemption of our
remaining senior subordinated notes and for general corporate purposes, as discussed further below. As a result of these measures, our long-term debt as of November 15, 2012 was
$300.0 million.

We
ended 2011 with $182.5 million of cash and $219.6 million of long-term debt. At December 31, 2011, we had $324.3 million of available
liquidity (unrestricted cash and cash equivalents and unused borrowing capacity under our revolving credit facility). We used $82.1 million of cash during the year ended December 31,
2011, principally to fund working capital increases, capital spending, pension contributions and acquisitions, as discussed below. On July 13, 2011, we replaced our $170.0 million credit
facility with our revolving credit facility, a new $250.0 million credit facility that, when compared with the previous facility, has both lower interest rates and an extended maturity. See
"Financing Activities" below for more information on our revolving credit facility.

At
September 30, 2012 and December 31, 2011, our cash was invested in high-quality, short-term investments, which we record in "Cash and cash
equivalents."

We
expect to make a $225.0 million cash distribution to BC Holdings prior to this offering. We anticipate that we will repay $25.0 million of borrowings under our
revolving credit facility prior to making the distribution in order to comply with the 3.5:1.0 pro forma leverage ratio contained in the indenture governing our senior notes. We anticipate that our
cash reserves will be substantially replenished by the proceeds of this offering.

We
believe that our cash flows from operations, combined with our current cash levels, the proceeds from this offering and available borrowing capacity, will be adequate to fund debt
service

requirements
and provide cash, as required, to support our ongoing operations, capital expenditures, lease obligations, working capital and pension contributions for at least the next
12 months.

Sources and Uses of Cash

We generate cash from sales of our products and from short-term and long-term borrowings. Our primary uses of
cash are for expenses related to the manufacture and distribution of building products, including inventory purchased for resale, fiber, labor, energy and glues and resins. In addition to paying for
ongoing operating costs, we use cash to invest in our business, repay debt and meet our contractual obligations and commercial commitments. Below is a discussion of our sources and uses of cash for
operating activities, investing activities and financing activities.

For the nine months ended September 30, 2012, our operating activities generated $64.9 million of cash, compared with
$31.1 million of cash used for operations in the same period in 2011. The $64.9 million of cash provided by operations was due primarily to $75.8 million of income (before noncash
income and expenses), offset partially by a $7.5 million increase in working capital and pension contributions of $8.2 million. The $31.1 million of cash used for operations
during the nine months ended September 30, 2011, was driven primarily by increases in working capital of $27.7 million and pension contributions of $10.3 million, offset partially
by $7.0 million of income (before noncash income and expenses).

The
increases in working capital in both periods were attributable primarily to higher receivables and inventories, offset partially by an increase in accounts payable and accrued
liabilities. The increases in receivables in both periods primarily reflect increased sales of approximately 33% and 33%, comparing sales for the months of September 2012 and 2011 with sales for the
months of December 2011 and 2010, respectively. The increase in inventories during the nine months ended September 30, 2012, represents normal seasonal inventory build, product line expansions
and an improvement in demand for our products from higher residential construction activity and market share gains. The increase in accounts payable and accrued liabilities provided
$82.3 million of cash during the nine months ended September 30, 2012, compared with $27.6 million in the same period a year ago. During the nine months ended September 30,
2012, increases in inventory levels and accrued incentive compensation led to the increase in accounts payable and accrued liabilities.

2011 Compared With 2010

In 2011, our operating activities used $43.0 million of cash, compared with $10.3 million of cash provided by operating
activities in 2010. Compared with 2010, the $53.3 million increase in cash used for operations in 2011 relates primarily to the following:



A $9.6 million decrease in income in our Building Materials Distribution segment and a $7.0 million increase
in losses in our Wood Products segment. The decline in results for 2011 was the result of a 20-basis-point decline in gross
margins and higher transportation costs in

our
Building Materials Distribution segment. During 2010, we recorded $4.6 million of income for cash received from a litigation settlement related to vendor product pricing, of which
$4.1 million was recorded in the Building Materials Distribution segment and $0.5 million in the Wood Products segment. Also, in our Wood Products segment, the increased loss was driven
by a decrease in plywood selling prices and an increase in selling and distribution costs, offset partially by higher prices and sales volumes in our EWP business, as well as higher byproduct sales.



A $34.8 million increase in working capital during 2011, compared with a $2.6 million increase in working
capital during 2010. Working capital is subject to cyclical operating needs, the timing of the collection of receivables, the payment
of payables and expenses and to a lesser extent, seasonal fluctuations in our operations. The increases in working capital in both periods were attributable primarily to higher receivables and
inventories, offset partially by an increase in accounts payable and accrued liabilities. The increases in receivables in both periods primarily reflect increased sales of approximately 11% and 14%,
comparing sales for the months of December 2011 and 2010 with sales for the months of December 2010 and 2009, respectively. The increase in inventories in 2011 primarily represents an increase in log
and plywood inventory in our Wood Products segment. Accounts payable and accrued liabilities increased in 2011, as higher accounts payable, driven by higher inventories, were mostly offset by lower
compensation and benefit-related accrued liabilities. We accrued less incentive compensation during the year ended December 31, 2011, compared with 2010 and the majority of the employee
incentive compensation that was accrued in 2010 was paid out in first quarter 2011.



An increase in cash contributions to our pension
plans. During 2011, we used $13.6 million of cash to make pension contributions, compared with $3.9 million during 2010.

2010 Compared With 2009

In 2010, our operating activities provided $10.3 million of cash, compared with $35.2 million of cash used by operating
activities in 2009. Compared with 2009, the $45.5 million increase in cash provided by operations in 2010 relates primarily to the following:



A $69.2 million decrease in losses in our Wood Products segment and a $3.6 million increase in income in our
Building Materials Distribution segment. The improved results for 2010 were the result of higher product prices, favorable
per-unit conversion costs in our Wood Products segment and $4.6 million of income recorded from a litigation settlement.



Fewer cash contributions to our pension plans. During
2010, we used $3.9 million of cash to make pension contributions, compared with $28.4 million during 2009.



The increase in cash provided by the items discussed above was offset partially by $2.6 million of cash used by an
increase in working capital during 2010, compared with $40.7 million of cash generated by the reduction of working capital during
2009. The slight increase in working capital during 2010 was primarily attributable to an increase in inventory and higher receivables,
offset partially by higher accounts payable and accrued liabilities. Inventory and accounts payable increased in our Building Materials Distribution segment due to new and expanded locations, product
line expansions and increased purchases made in December 2010 to benefit from pricing discounts and extended payment terms offered by vendors. The higher receivables primarily reflect increased
sales of approximately 14%, comparing sales for the month of December 2010 with sales for the month of December 2009.

During the nine months ended September 30, 2012 and 2011, we used approximately $17.7 million and $25.3 million,
respectively, of cash for purchases of property and equipment, including business improvement and quality/efficiency projects, replacement and expansion projects and ongoing environmental compliance.
We expect capital expenditures in 2012 to total approximately $30 million, excluding acquisitions. This level of capital expenditures could increase or decrease as a result of a number of
factors, including our financial results, future economic conditions and timing of equipment purchases. During the nine months ended September 30, 2012, we also used $2.4 million for the
acquisition of a sawmill in Arden, Washington, which we believe will improve fiber integration and enhance the product mix capabilities in our Inland Region lumber operations. During the nine months
ended September 30, 2011, we spent $5.8 million for the acquisition of a laminated beam and decking manufacturing plant in Homedale, Idaho, offset partially by proceeds of
$3.1 million from the sale of assets.

2011

During the year ended December 31, 2011, we used approximately $33.5 million of cash for purchases of property and
equipment, which included expansions of certain facilities (particularly Dallas, Texas) in our Building Materials Distribution segment. In addition, we spent $5.8 million for the acquisition of
a laminated beam and decking manufacturing plant in Homedale, Idaho and received proceeds of $3.1 million from the sale of assets, including the sale of certain land and timber holdings.

Details
of 2011 capital investment by segment are included in the table below:

During
2011, we spent approximately $2.4 million on environmental compliance. We expect to spend a similar amount in 2012 for this purpose.

2010

During 2010, we used approximately $35.8 million of cash for purchases of property and equipment, which included expenditures
for a new veneer dryer (dryer eight) at our facility in Medford, Oregon, as well as costs related to other replacement projects and ongoing environmental compliance. We expect the Medford veneer dryer
to reduce our costs through higher productivity and reduced seasonal purchases of dry veneer. During 2010, we received $1.3 million of net proceeds from the sale of property and equipment.

During
2010, we spent approximately $1.7 million on environmental compliance.

2009

During 2009, we used approximately $16.8 million of cash for purchases of property and equipment, which included expenditures
for a new dryer (dryer seven) at our facility in Medford, Oregon, as well as costs related to other replacement projects and ongoing environmental compliance. In addition, we spent $4.6 million
for the acquisition of businesses and facilities. We purchased a sawmill in Pilot Rock, Oregon and a truss assembly operation and EWP sales office in Saco and Biddeford, Maine, respectively.

Financing Activities

During the nine months ended September 30, 2012 and 2011, we used $0.3 million and $2.5 million, respectively, of
cash for financing costs related to our revolving credit facility, as discussed below. In addition, during the nine months ended September 30, 2012, we made $2.8 million of distributions
to BC Holdings.

During
2011, we used $2.5 million of cash for financing costs related to our revolving credit facility as discussed below.

During
2010, we received $86.1 million from BC Holdings from its sale of 18.3 million Boise Inc. shares. We repurchased $8.6 million of senior subordinated
notes for $8.5 million, plus accrued interest. On April 1, 2010, we borrowed $45.0 million under our revolving credit facility, bringing the total amount outstanding to
$120.0 million. On April 30, 2010, we repaid the $120.0 million and we permanently reduced the lending commitments by a like amount, bringing the total commitments under our
revolving credit facility to $170.0 million. This debt reduction, in combination with capital spending, fulfilled our obligations under the indenture governing our senior subordinated notes
with respect to net available cash received in connection with the sale of Boise Inc. shares.

During
2009, we received $83.2 million from BC Holdings from its sale of 18.8 million Boise Inc. shares. We repurchased $11.9 million of senior subordinated
notes for $5.6 million, plus accrued interest. In addition, we repaid and subsequently reborrowed, $60.0 million of outstanding borrowings under our revolving credit facility. In
connection with the $60.0 million payment on our revolving credit facility, we amended our revolving credit facility to permanently reduce the lending commitments by $60.0 million,
bringing the total commitments from $350.0 million to $290.0 million. This debt reduction, in combination with capital spending, fulfilled our obligations under the indenture governing
our senior subordinated notes with respect to net available cash received in connection with

the
June 2008 sale of the note receivable from Boise Inc. and the July 2008 sale of our Brazilian subsidiary. During 2009, we also made $10.7 million of distributions to BC Holdings to
enable it to make tax distributions to its equityholders, most of which related to the taxable gain on the sale of our Paper and Packaging & Newsprint assets in 2008.

On July 13, 2011, we and our principal operating subsidiaries, Boise Cascade Wood Products, L.L.C., and Boise Cascade
Building Materials Distribution, L.L.C., as borrowers, and Boise Cascade Wood Products Holdings Corp., as guarantor, entered into a $250 million senior secured asset-based
revolving credit facility with Wells Fargo Capital Finance, L.L.C., as agent and the banks named therein as lenders. Borrowings under our revolving credit facility are constrained by a
borrowing base formula dependent upon levels of eligible receivables and inventory and are reduced by outstanding borrowings and letters of credit. On September 7, 2012, we entered into a first
amendment to the related credit agreement, which increased the aggregate lending commitments under our revolving credit facility to $300 million. Other key terms of the credit agreement were
unchanged by this first amendment. See "Description of Certain Indebtedness."

Our
revolving credit facility generally permits dividends only if certain conditions are met, including having minimum availability requirements (as described in "Description of Certain
Indebtedness") and having a fixed charge coverage ratio of 1:1 on a pro forma basis.

At
September 30, 2012, and December 31, 2011, we had no borrowings outstanding under our revolving credit facility and approximately $10.0 million and
$11.3 million, respectively, of letters of credit outstanding. We did not borrow under our revolving credit facility during the nine months ended September 30, 2012. On
October 12, 2012, we borrowed $50.0 million under our revolving credit facility to partially fund the redemption of $75.0 million of our senior subordinated notes, as discussed
further below. These letters of credit and borrowings reduce our borrowing capacity under our revolving credit facility by an equivalent amount. The actual amount of credit that is available from time
to time under our revolving credit facility fluctuates and is limited to a borrowing base amount that is determined according to, among other things, a percentage of the value of eligible receivables
plus a percentage of the value of eligible inventory, as reduced by certain reserve amounts.

Senior Subordinated Notes

In October 2004, we issued $400.0 million of 71/8% senior subordinated notes due in 2014. On October 22,
2012, the trustee under the senior subordinated notes indenture, at our request, irrevocably called for redemption on November 21, 2012 all of our outstanding senior subordinated notes. We

deposited
with the trustee a portion of the proceeds from our issuance of $250.0 million of senior notes on October 22, 2012, in an amount sufficient to pay and discharge the entire
indebtedness on the senior subordinated notes, including interest. As of October 22, 2012, our obligations and those of the guarantors under our senior subordinated notes were discharged and
satisfied, and the senior subordinated notes indenture generally ceased to be of further effect.

Debt Refinancing

On October 22, 2012, we, and our wholly owned subsidiary, Boise Cascade Finance Corporation ("Boise Finance" and together with
us, the "Co-issuers"), issued $250.0 million of 63/8% senior notes due in 2020 through a private placement that is exempt from the registration requirements of the
Securities Act. Interest on our senior notes is payable semiannually in arrears on May 1 and November 1, commencing on May 1, 2013. As a result of this refinancing, we extended
the maturity of our debt and lowered our interest rate. Our senior notes are guaranteed by each of Boise Cascade's existing and future direct or indirect domestic subsidiaries that is a guarantor or
co-borrower under our revolving credit facility, other than Boise Finance. In connection with the consummation of this offering, BC Holdings will cease to guarantee the
Co-issuers' obligations under our senior notes and the related indenture. See "Description of Certain Indebtedness."

Following
the sale of our senior notes, as noted above, we used $145.6 million of the net proceeds of the sale to repay the senior subordinated notes at par plus interest through
the redemption date. The remaining proceeds are available for general corporate purposes.

The
indenture governing our senior notes restricts the issuance of dividends other than a $100 million basket and except to the extent we have a consolidated leverage ratio no
greater than 3.5:1.0. In addition, subject to compliance with a 2.0:1.0 consolidated charge coverage ratio, we will be entitled to make dividends in an amount generally equal to 50% of our net income
from the date of the indenture governing our senior notes plus any contribution to equity or proceeds from sales of equity; provided that such amount will be reduced to the extent of certain other
restricted payments, including pursuant to the 3.5:1.0 leverage ratio.

Cash Paid for Interest

For the years ended December 31, 2009, 2010 and 2011 and the nine month periods ended September 30, 2011 and 2012, cash
payments for interest, net of interest capitalized, were $20.0 million, $18.6 million, $16.7 million, $8.6 million and $8.7 million, respectively.

Contractual Obligations

In the table below, we set forth our enforceable and legally binding obligations as of December 31, 2011, on a pro forma basis
to give effect to $50.0 million of borrowings under our revolving credit facility in connection with the repayment of our senior subordinated notes, the issuance on October 22, 2012 of
$250.0 million of senior notes and our anticipated repayment of $25.0 million of borrowings under our revolving credit facility. Some of the amounts included in the table are based on
management's estimates and assumptions about these obligations, including their duration, the possibility of renewal, anticipated actions by third parties and other factors. Because these estimates
and assumptions are necessarily subjective, our actual payments may vary from those reflected in the table. Purchase orders made in the ordinary course of business are excluded from the table below.
Any

amounts
for which we are liable under purchase orders are reflected on the consolidated balance sheets as accounts payable and accrued liabilities.

Payments Due by Period

2012

2013-2014

2015-2016

Thereafter

Total

(in millions)

Long-term debt(a)

$



$



$

25.0

$

250.0

$

275.0

Interest(b)

18.3

36.3

34.9

63.8

153.3

Operating leases(c)

12.1

22.7

18.7

41.4

94.9

Purchase obligations:

Raw materials and finished goods inventory(d)

74.6

151.4

3.4

0.2

229.6

Utilities(e)

8.0







8.0

Other

1.6

0.9





2.5

Other long-term liabilities reflected on our Balance Sheet:

Compensation and benefits(f)

21.4

56.7

60.6

65.5

204.2

Other(g)(h)

2.1

2.6

1.7

5.6

12.0

Total

$

138.1

$

270.6

$

144.3

$

426.5

$

979.5

(a)

Includes
(i) the $250.0 million of our senior notes issued on October 22, 2012 and (ii) $25.0 million outstanding under
our revolving credit facility, which has a maturity of July 13, 2016.

(b)

Interest
expense for 2012 and all subsequent periods gives effect to the refinancing of our senior subordinated notes and the issuance of our senior notes
from the date these transactions occurred.

(c)

We
enter into operating leases in the normal course of business. We lease a portion of our distribution centers as well as other property and equipment
under operating leases. Some lease agreements provide us with the option to renew the lease or purchase the leased property. Our operating lease obligations would change if we exercised these renewal
options and/or if we entered into additional operating lease agreements. For more information, see Note 6, "Leases," to our audited consolidated financial statements included elsewhere in this
prospectus.

(d)

Amounts
represent contracts to purchase approximately $230 million of wood fiber, approximately $34 million of which is purchased pursuant to
fixed price contracts and approximately $196 million of which is purchased pursuant to variable contracts based on first quarter of 2012 pricing. Under most of these log and fiber supply
agreements, we have the right to cancel or reduce our commitments in the event of a mill curtailment or shutdown. Future purchase prices under most of these agreements will be set quarterly or
semiannually based on regional market prices. Our log and fiber obligations are subject to change based on, among other things, the effect of governmental laws and regulations, our manufacturing
operations not operating in the normal course of business, log and fiber availability and the status of environmental appeals. Except for deposits required pursuant to wood supply contracts, these
obligations are not recorded in our consolidated financial statements until contract payment terms take effect.

(e)

We
enter into utility contracts for the purchase of electricity and natural gas. We also purchase these services under utility tariffs. These payment
obligations were valued either at market prices as of December 31, 2011 or at a fixed price, in each case, in accordance with the terms

of
the related utility contract or tariff. Because we consume the energy in the manufacture of our products, these obligations represent the face value of the contracts, not resale value.

(f)

Amounts
consist primarily of our pension obligation and, to a lesser extent, the current portion of employee-related compensation liabilities of
$3.9 million. Actuarially determined liabilities related to pension benefits are recorded based on estimates and assumptions. Key factors used in developing estimates of these liabilities
include assumptions related to discount rates, expected rate of compensation increases, retirement and mortality rates and other factors. Changes in estimates and assumptions related to the
measurement of funded status could have a material impact on the amount reported. In the table above, we allocated our pension obligations by year based on the future required minimum pension
contributions, as determined by our actuaries. Due to recently passed pension funding relief legislation, payments for compensation and benefits for 2013-2014 are expected to be
approximately $33.0 million compared to the $56.7 million presented in the table above.

(g)

Includes
current liabilities of $2.1 million.

(h)

We
have excluded $2.7 million and $1.1 million of deferred lease costs and deferred gains, respectively, from the other long-term
liabilities in the above table. These amounts have been excluded because deferred lease costs relate to operating leases which are already reflected in the operating lease category above and deferred
gains do not represent a contractual obligation that will be settled in cash.

In
addition to the contractual obligations quantified in the table above, we have other obligations for goods and services and raw materials entered into in the normal course of
business.

Off-Balance-Sheet Activities

At September 30, 2012 and December 31, 2011 and 2010, we had no material off-balance-sheet arrangements with
unconsolidated entities.

Guarantees

Note 9, "Debt," Note 15, "Commitments, Legal Proceedings and Contingencies and Guarantees" and Note 16,
"Consolidating Guarantor and Nonguarantor Financial Information," to our audited consolidated financial statements included elsewhere in this prospectus describe the nature of our guarantees,
including the approximate terms of the guarantees, how the guarantees arose, the events or circumstances that would require us to perform under the guarantees and the maximum potential undiscounted
amounts of future payments we could be required to make. There have been no material changes to the guarantees disclosed in our audited financial statements as of December 31, 2011, other than
the repayment of our senior subordinated notes previously guaranteed by our domestic subsidiaries and the issuance of our senior notes, which are similarly guaranteed by BC Holdings and by our
domestic subsidiaries; provided that BC Holdings will cease to guarantee our senior notes upon the consummation of this offering.

Seasonal and Inflationary Influences

We are exposed to fluctuations in quarterly sales volumes and expenses due to seasonal factors. These seasonal factors are common in
the building products industry. Seasonal changes in levels of building activity affect our building products businesses, which are dependent on housing starts, repair and remodel activities and light
commercial construction activities. We typically report lower sales in the first and fourth quarters due to the impact of poor weather on the construction market and we generally have higher sales in
the second and third quarters, reflecting an increase in construction due to more favorable weather conditions. We typically have higher working capital in the second and third quarters due to the
summer building season. Seasonally cold weather increases costs, especially energy consumption, at most of our manufacturing facilities.

Our
major costs of production are wood fiber, labor, glue and resins and energy. Wood fiber costs, glue and resin costs and diesel fuel prices have been volatile in recent years.

Disclosures of Financial Market Risks

In the normal course of business, we are exposed to financial risks such as changes in interest rates, foreign currency exchange rates
and commodity price risk. During 2009, 2010 and 2011 and the nine months ended September 30, 2012, we did not use derivative instruments.

When we have loan amounts outstanding on our revolving credit facility, we are exposed to interest rate risk arising from fluctuations
in interest rates. During 2009, 2010 and 2011 and the nine months ended September 30, 2012, we did not use any interest rate swap contracts to manage this risk.

Foreign Currency Risk

We have sales in countries outside the United States. As a result, we are exposed to movements in foreign currency exchange rates,
primarily in Canada, but we do not believe our exposure to currency fluctuations is significant. During 2009, 2010 and 2011 and the nine months ended September 30, 2012, we did not use any
foreign currency hedges to manage this risk.

Commodity Price Risk

Many of the products we manufacture or purchase and resell and some of our key production inputs are commodities whose price is
determined by the market's supply and demand for such products. Price fluctuations in our selling prices and key costs have a significant effect on our financial performance. The markets for most of
these commodities are cyclical and are affected by factors such as global economic conditions, including the strength of the U.S. housing market, changes in or disruptions to industry production
capacity, changes in inventory levels and other factors beyond our control. During 2009, 2010 and 2011 and the nine months ended September 30, 2012, we did not manage commodity price risk with
derivative instruments.

Financial Instruments

The table below provides information as of December 31, 2011, about our financial instruments that are sensitive to changes in
interest rates. The table presents principal cash flows and related weighted average interest rates by expected maturity dates. For obligations with variable interest rate sensitivity, the table sets
forth payout amounts based on December 31, 2011 rates and does not attempt to project future rates. Other instruments subject to market risk, such as obligations for pension plans and other
postretirement benefits, are not reflected in the table.

December 31, 2011

2012-2014

2015

2016

Thereafter

Total

Fair
Value(b)

Long-term debt

Fixed-rate debt payments(a):

(in millions)

Senior subordinated notes

$

219.6

$



$



$



$

219.6

$

218.1

Average interest rates

7.1

%







7.1

%



Variable-rate debt payments(a)

$



$



$



$



$



$



Average interest rates













(a)

These
obligations are further explained in "Financing Activities" under "Liquidity and Capital Resources" in this Management's Discussion and Analysis of
Financial Condition and Results of Operations. The table assumes our long-term debt is held to maturity.

(b)

We
estimated the fair value based on quoted market prices as of December 31, 2011, for our debt.

Critical Accounting Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions about future
events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities

and
reported amounts of revenues and expenses. Actual results could differ from these estimates. We believe that the accounting estimates discussed below represent the accounting estimates requiring
the exercise of judgment where a different set of judgments could result in the greatest changes to reported results. We reviewed the development, selection and disclosure of our critical accounting
estimates with the audit committee of our board of directors. Our current critical accounting estimates are as follows:

Pensions

We calculate pension expense and liabilities using actuarial assumptions, including discount rates, expected return on plan assets,
expected rate of compensation increases, retirement and mortality rates, expected contributions and other factors. We based the assumptions used to calculate pension expense on the following factors:

Discount Rate Assumption. The discount rate reflects the current rate at which the pension
obligations could be settled based on the measurement
dates of the plansDecember 31. In all years presented, the discount rates were determined by matching the expected plan benefit payments against a spot rate yield curve constructed
to replicate the yields of Aa-rated corporate bonds.

Asset Return Assumption. We base our expected long-term rate of return on plan assets on a weighted
average of our expected returns for
the major asset classes (equities, fixed-income securities, hedge funds and real estate) in which we invest. The weights we assign each asset class are based on our investment strategy. Expected
returns for the asset classes are based on long-term historical returns, inflation expectations, forecasted gross domestic product, earnings growth and other economic factors. We developed
our return assumption based on a review of the fund manager's estimates of future market expectations by broad asset class, actuarial projections and expected long-term rates of return
from external investment managers. The weighted average expected return on plan assets used in our calculation of 2012 net periodic benefit cost is 6.75%.

Rate of Compensation Increases. Generally, this assumption reflects our long-term actual experience,
the near-term outlook
and assumed inflation. However, in connection with amending the salaried and nonqualified plans on March 18, 2009 to freeze pension benefits effective December 31, 2009 (see
Note 11, "Retirement and Benefit Plans," to our audited consolidated financial statements included elsewhere in this prospectus), we changed the assumption for the rate of compensation increase
to zero. In addition to the salaried benefits being frozen, there are currently no scheduled increases in pension benefit rates applicable to past service in the active plan covering our hourly
employees.

Retirement and Mortality Rates. These rates are developed to reflect actual and projected plan
experience.

Expected Contributions. Plan obligations and expenses are based on existing retirement plan
provisions. No assumption is made for future changes to
benefit provisions beyond those to which we are presently committed. For example, we may commit to changes in future labor contracts. In 2011, we made $13.6 million in contributions to our
pension plans. We expected to contribute approximately $20.0 million to our pension plans in 2012.

We
recognize the funded status of our pension plans on our Consolidated Balance Sheet and recognize the actuarial and experience gains and losses and the prior service costs and credits
as a component of other comprehensive loss, net of tax, in our Consolidated Statement of Capital. Actual results that differ from assumptions are accumulated and amortized over future periods and,
therefore, generally affect recognized expense in future periods. While we believe that the assumptions used to measure our pension obligations are reasonable, differences in actual experience or
changes in assumptions may materially affect our pension obligations and future expense.

We
believe that the accounting estimate related to pensions is a critical accounting estimate for all of our segments because it is highly susceptible to change from period to period.
The future effects of pension plans on our financial position and results of operations will depend on economic conditions, employee demographics, mortality rates, retirement rates, investment
performance, the pension regulatory environment, benefit plan design and funding decisions, among other factors. The following table presents selected assumptions used and expected to be used in the
measurement of pension expense in the following periods:

Year Ended December 31

Year Ending
December 31, 2012

2010

2011

(in millions, except percentages)

Pension expense

$

7.40

$

11.40

$

12.90

Discount rate

5.90

%

5.35

%

4.20

%

Expected rate of return on plan assets

7.25

%

7.00

%

6.75

%

Rate of compensation increases(a)







(a)

The
compensation increase is zero due to the fact that the salaried and nonqualified benefits were frozen December 31, 2009. In addition to the
salaried benefits being frozen, there are currently no scheduled increases in pension benefit rates applicable to past service in the active plan covering our hourly employees.

A
change of 0.25% in either direction to the discount rate or the expected rate of return on plan assets would have had the following effect on 2012 and 2011 pension expense. These
sensitivities are specific to 2012 and 2011. The sensitivities may not be additive, so the impact of changing multiple factors simultaneously cannot be calculated by combining the individual
sensitivities shown.

Increase (Decrease)
in Pension Expense

Base
Expense

0.25%
Increase

0.25%
Decrease

(in millions)

2012 Expense

Discount rate

$

12.9

$

(1.4

)

$

1.4

Expected rate of return on plan assets

12.9

(0.7

)

0.7

2011 Expense

Discount rate

$

11.4

$

(0.8

)

$

1.2

Expected rate of return on plan assets

11.4

(0.6

)

0.6

Long-Lived Asset Impairment

We review long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of
assets may not be recoverable. An impairment of a long-lived asset exists when the carrying value is not recoverable through future undiscounted cash flows from operations and when the
carrying value of an asset or asset group exceeds its fair value.

Long-lived
asset impairment is a critical accounting estimate, as it is susceptible to change from period to period. We estimate the fair value of an asset or asset group
based on quoted market prices (the amount for which the asset(s) could be bought or sold in a current transaction with a third party) when available. When quoted market prices are not available, we
use a discounted cash flow model to estimate fair value. To measure future cash flows, we are required to make assumptions about future production volumes, future product pricing and future expenses
to be incurred. Estimates of future cash flows may change based on overall economic conditions, the availability of wood fiber, environmental requirements, capital spending and other strategic
management decisions.

Should
the markets for our products deteriorate further or should we decide to invest capital differently and should other cash flow assumptions change, it is possible that we will be
required to record noncash impairment charges in the future that could have a material impact on our results of operations. Due to the numerous variables associated with our judgments and assumptions
relating to the valuation of assets and the effects of changes on these valuations, both the precision and reliability of our estimates are subject to uncertainty. As additional information becomes
known, we may change our estimates.

Allowance for Doubtful Accounts

We make ongoing estimates relating to the collectibility of our accounts receivable and maintain a reserve for estimated losses
resulting from the inability of our customers to meet their financial obligations to us. At September 30, 2012 and December 31, 2011, we had $2.9 million and $2.1 million
recorded as allowances for doubtful accounts. Estimating our allowance for doubtful accounts is a critical accounting estimate, as it involves complex judgments about our customers' ability to pay. In
determining the amount of the reserve, we consider our historical level of credit losses,
customer concentrations, current economic trends and changes in customer creditworthiness. Our sales are principally to customers in the building products industry located in the United States
and Canada. A significant portion of our sales are concentrated with a relatively small number of customers. In 2011, our top ten customers represented approximately 27% of sales. In order to manage
credit risk, we consider customer concentrations and current economic trends and monitor the creditworthiness of significant customers based on ongoing credit evaluations. At September 30, 2012
and December 31, 2011, the receivables from a single customer accounted for approximately 15% and 14%, respectively, of total receivables. No other customer accounted for 10% or more of total
receivables as of September 30, 2012 or December 31, 2011.

The
low level of new residential construction in the U.S. and disruptions in the capital markets have affected the ability of our customers and our customers' customers to fund their
operations, which makes it difficult for us to estimate future credit losses. Although we have not experienced material credit losses in recent years, our actual future losses from uncollectible
accounts may differ materially from our current estimates. As additional information becomes known, we may change our estimates. In the event we determine that a change in the reserve is appropriate,
we will record a charge to "Selling and distribution expenses" in our Consolidated Statements of Income (Loss) in the period we make such a determination.

Goodwill and Intangible Asset Impairment

Goodwill represents the excess of the cost of an acquired business over the fair value of the identifiable tangible and intangible
assets acquired and liabilities assumed in a business combination. At December 31, 2011, we had $12.2 million of goodwill recorded on our Consolidated Balance Sheet, of which
$5.6 million was recorded in our Building Materials Distribution segment and $6.6 million was recorded in our Wood Products segment. At December 31, 2011, the net carrying amount
of intangible assets with indefinite lives, which represent our trade names and trademarks, was $8.9 million.

We
maintain two reporting units for purposes of our goodwill impairment testing, Building Materials Distribution and Wood Products, which are the same as our operating segments
discussed in Note 14, "Segment Information," to our audited consolidated financial statements included elsewhere in this prospectus. We test goodwill in each of our reporting units and
indefinite-lived intangible assets for impairment annually in the fourth quarter or sooner if events or changes in circumstances indicate that the carrying value of the asset may exceed fair value. In
conducting our goodwill impairment analysis, we utilize the discounted cash flow approach that estimates the projected future cash flows to be generated by our reporting units, discounted to present
value using a discount rate reflecting weighted average cost of capital for a potential market participant. For our intangible asset impairment

testing,
we use a discounted cash flow approach, based on a relief from royalty method. This method assumes that through ownership of trademarks and trade names, we avoid royalty expense associated
with licensing, resulting in cost savings. An estimated royalty rate, determined as a percentage of sales, is used to estimate the value of the intangible assets. Differences in assumptions used in
projecting future cash flows and cost of funds could have a significant impact on the determination of the fair value of our reporting units and intangible assets. The following assumptions are key to
our estimates of fair value:

Business projections. Projections are based on five-year forecasts that are developed internally by
management for use in managing the
business and reviewed by the board of directors. These projections include significant assumptions such as estimates of future revenues, profits, working capital requirements, operating plans and
capital expenditures. Our forecasts are driven by consensus estimates of key economic indicators that affect our operating results, most notably new residential and light commercial construction and
repair and remodel activity. These economic indicators are then used to estimate future production volumes, selling prices and key input costs for our manufactured products. Our forecasts also take
into consideration recent sales data for existing products, planned timing of capital projects and anticipated conversion and distribution expenses. Our pricing assumptions are estimated based upon an
assessment of industry supply and demand dynamics for our major products.

Growth rates. A growth rate is used to calculate the terminal value in the discounted cash flow
model. The growth rate is the expected rate at which
earnings or revenue is projected to grow beyond the five-year forecast period.

Discount rates. Future cash flows are discounted at a rate that is consistent with a weighted
average cost of capital for a potential market
participant. The weighted average cost of capital is an estimate of the overall after-tax rate of return required by equity and debt holders of a business enterprise. The discount rates
selected are based on existing conditions within our industry and reflect adjustments for potential risk premiums in those markets as well as weighting of the market cost of equity versus debt.

Based
on the results of the first step of the goodwill impairment test, we determined that the fair value of each of our reporting units substantially exceeded their carrying amounts
and, therefore, no goodwill impairment existed. As a result, the second step of the goodwill impairment test was not required to be
completed. In addition, based on the impairment tests of our intangible assets with indefinite lives, we determined that the fair value of our intangible assets exceeds their carrying value.

New and Recently Adopted Accounting Standards

For information related to new and recently adopted accounting standards, see "New and Recently Adopted Accounting Standards" in
Note 2, "Summary of Significant Accounting Policies," to our unaudited quarterly consolidated financial statements included elsewhere in this prospectus.

We are a large, vertically-integrated wood products manufacturer and building materials distributor with widespread operations
throughout the United States and Canada. We are the second largest manufacturer of LVL, I-joists and plywood in North America. We are also one of the largest stocking wholesale
distributors of building products in the United States. Our broad line of products is used primarily in new residential construction, residential repair and remodeling projects, light commercial
construction and industrial applications. We believe our large, vertically-integrated operations provide us with significant advantages over less integrated competitors and position us to optimally
serve our customers. We have a broad base of more than 4,500 customers, which includes a diverse mix of leading wholesalers, home improvement centers, retail lumberyards and industrial converters. In
the LTM period, no single customer represented more than 11% of sales and
our top ten customers represented less than 31% of sales. For the LTM period, we generated sales of $2,631.9 million, income before interest and taxes of $45.7 million and EBITDA of
$80.1 million.

We
supply our customers through 49 strategically located facilities (consisting of 18 manufacturing facilities and 31 distribution facilities). The following map indicates our
headquarters, EWP and other manufacturing facilities and building materials distribution facilities:

In
addition to the vertical integration between our manufacturing and distribution operations, our EWP manufacturing facilities are closely integrated with our nearby plywood
operations, which allows us to optimize both production processes. Throughout the housing downturn, we have continued to make strategic capital investments to increase our manufacturing capacity and
expand our building materials distribution network. We believe that our scale, closely integrated businesses and significant capital investments throughout the downturn provide us with substantial
operating leverage to benefit from a recovery in the U.S. housing market.

We
operate our company through two primary segments: our Wood Products segment and our Building Materials Distribution segment. The charts below summarize the breakdown of our business
for the LTM period.

LTM SALES BY SEGMENT(1)(2)

LTM EBITDA BY SEGMENT(1)(3)

(1)

Financial data for the LTM period presented in this prospectus is derived by adding financial data for the year
ended December 31, 2011 to financial data for the nine months ended September 30, 2012 and subtracting financial data for the nine months ended September 30, 2011.

(2)

Segment
percentages are calculated before intersegment eliminations.

(3)

Segment
percentages exclude Corporate and Other segment expenses.

Wood Products ($69.2 million, or 73%, of LTM EBITDA). Our Wood Products segment is the
second largest manufacturer of EWP and plywood in
North America, with a highly integrated national network of 17 manufacturing facilities. Our wood products are used primarily in new residential construction, residential repair and remodeling
projects and light commercial construction. We are focused on profitably gaining EWP market share and maintaining a strong market presence in plywood and pine lumber by providing superior customer
service and distribution support. We manufacture LVL, I-joists and laminated beams, which are high-grade, value-added structural products used in applications where additional
strength and consistent quality are required. LVL is also used in the manufacture of engineered I-joists, which are assembled by combining a vertical web of OSB with top and bottom LVL or
solid wood flanges. We also produce plywood, studs, particleboard and ponderosa pine lumber, a premium lumber grade sold primarily to manufacturers of specialty wood windows, moldings and doors. We
enjoy the benefit of long-term wood supply agreements put in place in 2005 following the sale of our timberlands, under which we purchase timber at market-based prices. Approximately 40%
of our log consumption is typically supplied through these agreements, giving us access to timberlands near our manufacturing operations.

Our
EWP manufacturing facilities are closely integrated with our nearby plywood operations to optimize veneer utilization, by enabling us to dedicate higher quality veneers to higher
margin applications and lower quality veneers to plywood products, giving us an advantage over our less integrated competitors. For the LTM period, EWP, plywood and lumber accounted for 35%, 44% and

9%,
respectively, of our Wood Products sales. Most of our wood products are sold to leading wholesalers (including our Building Materials Distribution segment), home improvement centers, retail
lumberyards and industrial converters. In the LTM period, approximately 37% of our Wood Products sales, including approximately 71% of our EWP sales, were to our Building Materials Distribution
segment. For the LTM period, our Wood Products segment generated sales, income before interest and taxes and EBITDA of $893.0 million, $43.7 million and $69.2 million,
respectively.

Building Materials Distribution ($26.2 million, or 27%, of LTM EBITDA). We are one of
the largest national stocking wholesale distributors of
building materials in the United States. Our nationwide network of 31 strategically-located distribution facilities sells a broad line of building materials, including EWP, OSB, plywood, lumber and
general line items such as framing accessories, composite decking, roofing, siding and insulation. We also operate a truss manufacturing plant located in Maine. Our products are used in the
construction of new residential housing, including single-family, multi-family and manufactured homes, repair and remodeling projects and the construction of light industrial and commercial buildings.
Except for EWP, we purchase most of these building materials
from more than 1,000 third-party suppliers ranging from large manufacturers, such as James Hardie Building Products, Trex Company, Louisiana-Pacific and Georgia-Pacific, to small regional producers.

We
market our products primarily to retail lumberyards and home improvement centers that then sell the products to end customers, who are typically professional builders, independent
contractors and homeowners engaged in residential construction projects. We also market our products to industrial converters, which use our products to assemble windows, doors, agricultural bins and
other value-added products used in industrial and repair and remodel applications. We believe that we are attractive to customers in our Building Materials Distribution segment because we provide a
high level of customer service and a broad line of products from a large number of quality manufacturers. The majority of our competitors in this segment are specialized, local or regional
distributors focused primarily on a narrow range of products. We also compete against other national wholesalers. Unlike many of our competitors who focus primarily on a narrow range of products, we
are a one-stop resource for our customers' building materials needs, which allows for more cost-efficient ordering, delivery and receiving. Furthermore, we believe that our
national presence and long-standing relationships with many of our key suppliers allow us to obtain favorable price and term arrangements and offer excellent customer service on top brands
in the building materials industry. We have expertise in special-order sourcing and merchandising support, which is a key service for our home improvement center customers that choose not to stock
certain items in inventory. Our highly efficient logistics system allows us to deliver superior customer service and assist our customers in optimizing their working capital, which we believe has led
to increased market share during the housing downturn. For the LTM period, our Building Materials Distribution segment generated sales, income before interest and taxes and EBITDA of
$2,066.6 million, $17.4 million and $26.2 million, respectively.

The building products manufacturing and distribution industry in North America is highly competitive, with a number of producers
manufacturing and selling a broad range of products. Demand for our products is principally influenced by new residential construction, light commercial construction and repair and remodeling activity
in the United States. Drivers of new residential construction, light commercial construction and repair and remodeling activity include new household formation, the age of the housing stock,
availability of credit and other macroeconomic factors, such as GDP growth, population growth, migration, interest rates, employment and consumer sentiment. Purchasing decisions made by the customers
who buy our wood products are generally based on price, quality and, particularly with respect to EWP, customer service and product support.

From
2005 to 2011, total housing starts in the United States declined by more than 70%. The significant drop in new residential construction has created challenging conditions for
building products manufacturers and distributors, with substantial reductions in manufacturing and distribution capacity occurring since late 2008 as companies adjusted to lower industry demand.
According to the U.S. Census Bureau, total housing starts in the United States were 0.59 million in 2010 and 0.61 million in 2011, modest increases over the 2009 level of
0.55 million (the lowest year on record) but significantly less than the 50-year average rate of 1.5 million. Prior to 2008, the housing market had not experienced a year
with total housing starts below 1.0 million since the U.S. Census Bureau began its annual recordkeeping in 1959.

In
the U.S., single- and multi-family housing starts were 0.87 million in September 2012 on a seasonally adjusted annual rate basis, an increase of 35% from September 2011. In
November 2012, the

Blue
Chip Economic Indicators median consensus forecast of single- and multi-family housing starts in the U.S. was approximately 0.77 million units for 2012 and approximately
0.92 million units for 2013, which represent annual increases of 26% and 19%, respectively. We believe that over the long-term, there is considerable growth potential in the U.S.
housing sector. In November 2012, IHS Global Insight estimates that total U.S. single- and multi-family housing starts will average 1.48 million units per year from 2012 through 2021,
levels that are in line with the 50-year historical average.

The
following table sets forth historical and projected annual U.S. single- and multi-family housing starts for the periods indicated:

(a)

2012-2021
average annual U.S. single- and multi-family housing starts estimate per IHS Global Insight as of November 2012.

(b)

2002-2011
average annual U.S. single- and multi-family housing starts per U.S. Census Bureau.

(c)

Projected
2012 and 2013 U.S. single- and multi-family housing starts represent median consensus forecast per Blue Chip Economic Indicators as of November
2012.

During
the housing downturn, demand for EWP declined less than demand from many products dependent on new residential construction. According to APAThe Engineered Wood
Association, LVL production volumes in North America increased 27% from 32.7 million cubic feet in 2009 to 41.6 million cubic feet in 2011 and I-joist production volumes in
North America increased 20% from 380.1 million linear feet in 2009 to 456.9 million linear feet in 2011. Longer term demand trends are expected to improve further. Resource Information
Systems, Inc. ("RISI") forecasts that I-joist demand in North America will increase 15% and LVL billet demand in North America will increase 21% in 2012, followed by further demand
increases in 2013 through 2015. RISI expects the I-joist and LVL billet demand to reach 1,013 million linear feet and 98.5 million cubic feet, respectively, by 2017.

Our
products are not only used in new residential construction, but also in residential repair and remodeling projects, light commercial construction and industrial applications. We
believe this diversification by product end use provides us some protection from declines in the new residential construction market. Residential repair and remodeling spending increased significantly
over the past 15 years. According to the HIRI, the U.S. repair and remodel market increased 81.5% from $165 billion in 1996 to a peak of $300 billion in 2006 and declined
approximately 10.2% to $269 billion in 2011. In addition, the overall age of the U.S. housing stock, increased focus on making homes more energy efficient, rising home prices and availability
of consumer capital at low interest rates are expected to drive long-term growth in repair and remodeling expenditures. HIRI estimates that total U.S. sales of home maintenance, repair and
improvement products will grow at a compounded annual rate of 5.1% from 2011 through 2016.

We believe the following key competitive strengths have contributed to our success and will enable us to execute our growth strategy:

Leadership Positions in Wood Products Manufacturing and Building Materials Distribution on a National Scale

We are one of the leading manufacturers in the North American wood products industry. We are the second largest producer of EWP and
plywood in North America and we are the largest producer of plywood in the Western United States. From 2005 to 2011, our sales of LVL and I-joist per North American housing start increased
by 65% and 30%, respectively. We have positioned ourselves to take advantage of improving demand in our core markets by expanding our EWP and plywood capacity through capital investments in
low-cost, internal veneer manufacturing. Our Wood Products segment operates a highly-integrated national network of 17 manufacturing facilities that are well-maintained
and cost-efficient as a result of continued capital improvements. We believe we are better able to serve our customers because our Wood Products business is vertically-integrated with our
Building Materials Distribution business.

We
are one of the largest national stocking wholesale distributors of building materials in the United States and we believe we offer one of the broadest product lines in the industry.
From 2005 to 2011, we nearly doubled our sales per U.S. housing start in our Building Materials Distribution segment. We have a national platform of 31 strategically-located distribution
facilities, which supply products to all major markets in the United States and provide us with significant scale and capacity relative to most of our competitors. We also have one truss manufacturing
plant in Maine. Our broad geographic presence reduces our exposure to market factors in any single region. We have developed and maintain long-standing relationships with our customer
segments, including retail lumberyards, home improvement centers and industrial converters. We believe that our strong and diverse customer relationships and support from leading industry
manufacturers will enable us to capture additional market share as demand for building products improves.

We believe that we are the only large-scale manufacturer of plywood and EWP in North America that is vertically-integrated from log
procurement through distribution. The integration of our manufacturing and distribution operations allows us to make procurement, manufacturing, veneer merchandising and marketing decisions that
reduce our manufacturing and supply chain costs and allow us to more effectively control quality and working capital. Furthermore, our vertically-integrated operations combined with our national
distribution network significantly enhance our ability to assure product supply for our end customers. We believe our vertical integration was an important factor in our ability to increase market
share during the recent housing downturn.

We believe that we have a highly competitive asset base across both of our operating segments, in part because we continued to
strategically invest through the housing downturn. We operate the two largest EWP facilities in North America. Our large-scale EWP production facilities are integrated with our nearby plywood
operations to optimize our veneer utilization, which we believe helps position us as a competitive manufacturer in the growing EWP business. In the past three years, we completed a number of
initiatives in our Wood Products segment that strengthened our asset base and enhanced our operating performance. In our plywood and veneer operations, we reduced costs by reducing headcount and
closing three facilities in Western Oregon. At the same time, we installed two new large-

We
believe that our plywood facilities in Kettle Falls, Washington and Elgin, Oregon, are among the lowest cost Douglas fir plywood producers in North America. In the active timberland
markets in which we operate, our manufacturing facilities are clustered to enable us to efficiently utilize fiber resources and to shift production depending on demand. We believe we are the only
manufacturer in the inland Pacific Northwest with the integrated primary and secondary facilities necessary to process all softwood species.

We
have continued to execute our strategic growth initiatives in our Building Materials Distribution Segment, opportunistically acquiring facilities, starting a new facility in South
Florida and significantly expanding six of our existing facilities. Since 2005, we have increased our covered warehouse space by over 65% and have more than doubled our outdoor storage acreage.

Well-Positioned for Growth as the Housing Market Recovers

Our vertically-integrated operations are well-positioned to serve our customers and take advantage of the recovery that we
believe is underway in the U.S. housing market. From 2005 to 2011 we invested $270 million (excluding acquisitions) to upgrade and maintain our facilities. We expect to make further capital
investments in cost and operational improvements, primarily related to internal veneer production, which will further leverage our competitive position and allow us to capture growth opportunities.
Additionally we have substantial unused capacity in our EWP operations. For the LTM period, we operated our EWP facilities at approximately 50% of LVL press capacity.

We
believe that our Building Materials Distribution facilities enable us to support a considerable ramp-up in housing starts with no significant requirement for new capacity
and will allow us to double our sales without increasing our existing footprint. Our excess capacity will provide us with substantial operating leverage as demand recovers.

Additionally,
our strong balance sheet, significant liquidity and our access to the capital markets as a public company will provide us ample flexibility to take advantage of future
market opportunities. As of
September 30, 2012, we had total liquidity of $483.8 million, consisting of $224.4 million of cash and cash equivalents and $259.4 million of availability under our
revolving credit facility.

Experienced Management Team and Principal Equityholder

Madison Dearborn, BC Holdings' ultimate principal equityholder, has a long and successful track record of investing in manufacturing
and distribution businesses. Our senior management team has a track record of financial and operational excellence in the forest products industry in both favorable and challenging market conditions.
Our senior management team has an average of approximately 30 years of experience in forest products manufacturing and building materials distribution. We will establish the 2013 Equity
Incentive Plan so that we can align management's compensation with our financial performance. See "Executive Compensation2013 Equity Incentive Plan."

We intend to capitalize on our strong market position in wood products manufacturing and building materials distribution to increase
revenues and profits and maximize cash flow as the U.S. housing market recovers. We seek to achieve this objective by executing on the following strategies:

Grow our Wood Products Segment Operations with a Focus on Expanding our Market Position in EWP

From 2005 to 2011, despite experiencing a significant downturn in the U.S. housing sector, we increased our LVL and
I-joist sales-per-housing start in North America by 65% and 30%, respectively. We will further expand our market position in EWP by continuing to focus on our
large-scale manufacturing position, comprehensive customer service, design support capabilities and efficient
distribution network. We have positioned ourselves to take advantage of expected increases in the demand for EWP per housing start by expanding our capacity through capital investments in
low-cost, internal veneer manufacturing. We have also developed strategic relationships with third-party veneer suppliers to support additional EWP production as needed. Additionally, we
intend to grow our Wood Products business through strategic acquisitions that are a compelling fit with our existing operations.

Grow Market Share in our Building Materials Distribution Segment

We intend to grow our Building Materials Distribution business in existing markets by adding products and services to better serve our
customers. For example, we have added cedar board inventory and door shops in additional locations. We also plan to opportunistically expand our Building Materials Distribution business into nearby
geographies that we currently serve using off-site storage arrangements or longer truck routes. Sales in our Building Materials Distribution segment are strongly correlated with new residential
construction in the United States. Measured on a sales-per-housing-start basis, our Building Materials Distribution business has grown significantly from 2005 to 2011, with
penetration increasing from $1,476 to $2,923, or approximately 98%, per U.S. housing start. In the future, we will continue to grow our Building Materials Distribution business by opportunistically
acquiring facilities, adding new products, opening new locations, relocating and expanding capacity at existing facilities and capturing local market share through our superior supply chain
capabilities and customer service.

Further Differentiate our Products and Services to Capture Market Share

We seek to continue to differentiate ourselves from our competitors by providing a broad line of high-quality products and
superior customer service. Throughout the housing downturn, we believe we have grown market share by strengthening relationships with our customers by stocking sufficient inventory and retaining our
primary sales team. Our Building Materials Distribution segment's highly efficient logistics system allows us to deliver superior customer service and assist our customers in optimizing their working
capital. Our national distribution and manufacturing integration system differentiates us from most of our competitors and is critical to servicing leading wholesalers, home improvement centers,
retail lumberyards and industrial converters. Additionally, this system allows us to procure product more efficiently and to develop and maintain stronger relationships with our vendors. Because of
these relationships and our national presence, many of our vendors have offered us favorable pricing and provide us with enhanced product introductions and ongoing marketing support.

We use a disciplined cost management approach to maximize our competitiveness without sacrificing our ability to react to future
growth opportunities. Additionally, we have made capital investments and process improvements in certain facilities, which have enabled us to close or divest five

manufacturing
facilities during the housing downturn without any adverse impact on our production capacity. These capital investments and process improvements have decreased our production costs and
allowed us to produce lower-cost, higher-quality veneers. Beginning in 2009, we adopted a data-driven process improvement program to further strengthen our manufacturing
operations. Because of the significant gains we continue to see from this program, we believe there are opportunities to apply similar techniques and methods to different functional areas (including
sales and marketing) to realize efficiencies in those areas.

Wood Products

Products

We manufacture LVL, I-joists and laminated beams, which are high-grade, value-added structural products used
in applications where extra strength and consistent quality is required, such as headers and beams. LVL is also used in the manufacture of engineered I-joists, which are assembled by
combining a vertical web of OSB with top and bottom LVL or solid wood flanges. We also produce plywood, studs, particleboard and ponderosa pine lumber, a premium lumber grade sold primarily to
manufacturers of specialty wood windows, moldings and doors.

For
the LTM period, EWP (LVL and I-joists), plywood and lumber accounted for 35%, 44% and 9%, respectively, of our Wood Products sales. Most of our wood products are sold to
leading wholesalers (including our Building Materials Distribution segment), home improvement centers, retail lumberyards and industrial converters. In the LTM period, approximately 37% of our Wood
Products sales, including approximately 71% of our EWP sales, were to our Building Materials Distribution segment.

The following table sets forth the annual capacity and production of our principal wood products for the periods indicated:

Year Ended December 31

2007

2008

2009

2010

2011

(in millions)

Capacity(a)

Laminated veneer lumber (LVL) (cubic feet)(b)

27.5

27.5

27.5

27.5

27.5

Plywood (sq. ft.) (3/8" basis)(c)

1,600

1,600

1,430

1,475

1,500

Lumber (board feet)(d)

250

230

180

180

200

Production

Laminated veneer lumber (LVL) (cubic feet)(b)

17.2

11.2

7.9

10.0

10.7

I-joists (equivalent lineal feet)(b)

194

109

81

105

112

Plywood (sq. ft.) (3/8" basis)(c)

1,467

1,351

1,066

1,183

1,240

Lumber (board feet)(d)

237

189

141

149

152

(a)

Annual
capacity is production assuming normal operating shift configurations. Accordingly, production can exceed capacity under some operating conditions.

(b)

A
portion of LVL production is used to manufacture I-joists at two EWP plants. Capacity is based on LVL production only.

(c)

Approximately
20%, 13%, 10%, 11% and 12% respectively, of the plywood we produced in 2007, 2008, 2009, 2010 and 2011 was utilized internally to produce
EWP.

In
response to the housing downturn, in March 2009, we closed our plywood manufacturing facility in White City, Oregon and curtailed our
Oakdale, Louisiana plywood operation. The Oakdale, Louisiana mill resumed plywood operations in June 2010.

(d)

In
June 2009, we closed our lumber facility in La Grande, Oregon. This facility was reopened on a limited operating basis in April 2011. Also in June 2009,
we purchased a lumber manufacturing facility in Pilot Rock, Oregon. In February 2012, we purchased a lumber facility in Arden, Washington.

The
following table sets forth segment sales; segment income (loss); depreciation and amortization; and earnings before interest, taxes, depreciation and amortization (EBITDA) for the
periods indicated:

Nine Month
Ended
September 30

Twelve
Months
Ended
September 30,
2012

Year Ended December 31

2007

2008(a)

2009(b)

2010(c)

2011(d)

2011(e)

2012

(in millions)

Segment sales(f)

$

1,010.2

$

795.9

$

550.8

$

687.4

$

712.5

$

532.2

$

712.7

$

893.0

Segment income (loss)(g)

23.6

(55.1

)

(77.3

)

(8.1

)

(15.1

)

(10.0

)

48.8

43.7

Segment depreciation and amortization

30.0

27.7

33.0

27.1

28.4

21.1

18.2

25.5

Segment EBITDA(h)

$

53.7

$

(27.4

)

$

(44.3

)

$

19.0

$

13.3

$

11.1

$

67.0

$

69.2

(a)

In
2008, segment loss included $11.3 million of expenses related to closing our veneer operations in St. Helens, Oregon and our plywood
manufacturing facility in White City,

Oregon,
partially offset by a $5.7 million net gain related to the sale of our wholly owned subsidiary in Brazil that manufactured veneer.

(b)

In
2009, segment loss included $8.9 million of expense related to the June 2009 closure of our lumber manufacturing facility in La Grande, Oregon, of
which $3.7 million reduced EBITDA and $5.2 million was accelerated depreciation recorded in "Depreciation and amortization."

(c)

In
2010, segment income and EBITDA included $0.5 million of income for cash received from a litigation settlement related to vendor product pricing.

(d)

In
2011, segment loss included $2.6 million of expense related to the permanent closure of a laminated beam plant in Emmett, Idaho and noncash asset
write-downs, of which $2.2 million reduced EBITDA and $0.4 million was accelerated depreciation recorded in "Depreciation and amortization."

(e)

In
the nine months ended September 30, 2011, segment loss included $2.2 million of expense related to the permanent closure of a laminated
beam plant in Emmett, Idaho and noncash asset write-downs, of which $1.8 million was included in EBITDA and $0.4 million was accelerated depreciation recorded in "Depreciation and
amortization."

(f)

Segment
sales are calculated before intersegment eliminations.

(g)

Segment
income (loss) excludes Corporate and Other segment expenses.

(h)

Segment
EBITDA is calculated as segment income (loss) before depreciation and amortization, excluding Corporate and Other segment costs. EBITDA is the
primary measure used by our chief operating decision maker to evaluate segment operating performance and to decide how to allocate resources to segments. See "Selected Historical Consolidated
Financial Data" for a description of our reasons for using EBITDA, for a discussion of the limitations of such a measure and for a reconciliation of our consolidated EBITDA to net income (loss).
Segment EBITDA excludes Corporate and Other segment expenses.

Facilities

Our Wood Products segment currently operates four EWP facilities and seven plywood and veneer plants, five of which manufacture inputs
used in our EWP facilities. Our EWP facilities have a high degree of raw material and manufacturing integration with our plywood and veneer facilities. We also operate five sawmills, including the
Arden, Washington facility purchased in February 2012 and one particleboard plant. During 2011, we closed our laminated beam manufacturing plant in Emmett, Idaho and purchased a laminated beam and
decking manufacturing plant in Homedale, Idaho, that provides us a broader product mix and a larger, more efficient operation.

Raw Materials and Input Costs

Wood fiber. The primary raw material in our Wood Products segment is wood fiber. For the year ended
December 31, 2011, wood fiber accounted
for 38% of materials, labor and other operating expenses, including from related parties, in our Wood Products segment. Our plywood and veneer facilities use Douglas fir, white woods and pine logs as
raw materials. We use ponderosa pine, spruce and white fir logs to manufacture various grades of lumber. Our EWP facilities in Louisiana and Oregon use veneers and parallel-laminated veneer panels
produced by our facilities and purchased from third parties, together with OSB purchased from third parties, to manufacture LVL and I-joists. Our manufacturing facilities are located in
close proximity to active wood markets. We have long-term market-based contracts for a significant portion of our fiber needs.

We
satisfy our timber requirements through a combination of purchases under supply agreements, open market purchases and purchases pursuant to contracts awarded under public timber

auctions.
In February 2005, our affiliate sold its timberland operations to Forest Capital Partners, LLC ("Forest Capital"), an unaffiliated third party. In connection with this sale, we
entered into a series of fiber supply agreements with Forest Capital. These fiber supply agreements required Forest Capital to sell a specified amount of timber to us at prices generally related to
market prices. In 2012, Forest Capital sold the timberlands to a group of purchasers, whose investments in the timberlands are managed by Hancock Natural Resource Group, Inc. ("Hancock") and to
a group of purchasers whose investments in the timberlands are managed by The Molpus Woodlands Group LLC ("Molpus"). The purchasers of the timberlands (other than Molpus) assumed Forest
Capital's obligations under the 2005 wood supply agreements and the Molpus entities entered into a new master harvest rights agreement on substantially the same terms. In 2011, approximately 43% of
our timber was supplied pursuant to these agreements.

We
also bid in auctions conducted by federal, state and local authorities for the purchase of timber, generally at fixed prices, under contracts with a term of generally one to three
years. In 2011, approximately 22% of our timber was supplied under government contracts. The remainder of our log supply in 2011 was supplied through private purchases directly from timber owners or
through dealers.

Under
most of our log and fiber supply agreements, we have the right to cancel or reduce our commitments in the event of a mill curtailment or shutdown. Future purchase prices under
most of these agreements will be set quarterly or semiannually based on regional market prices. Our log and fiber obligations are subject to change based on, among other things, the effect of
governmental laws and regulations, our manufacturing operations not operating in the normal course of business, log and fiber availability and the status of environmental appeals. For a discussion of
contractual commitments relating to fiber supply agreements, see "Management's Discussion and Analysis of Financial Condition and Results of OperationsContractual Obligations."

The
cost of timber is strongly correlated with product prices for building materials, with the increase in product prices driving increases in timber costs. Because wood fiber is a
commodity, prices have been cyclical historically in response to changes in domestic and foreign demand and supply. Demand for dimension lumber has a strong influence on pricing, as the dimension
lumber industry is the largest consumer of timber.

Foreign
demand for log exports, particularly from China, increased log costs in the western U.S. in 2010 and 2011 and negatively affected wood products manufacturers in the region.
Sustained periods of high log costs may impair the cost competitiveness of our manufacturing facilities. Availability of residual wood fiber for our particleboard operation has been negatively
affected by significant mill closures and curtailments that have occurred among solid-wood product producers.

Our
aggregate cost of obtaining timber is also impacted by fuel costs and the distance of the fiber source from our facilities, as we are often required to transport the timber we
purchase from the source to our facilities.

Other raw materials and energy costs. We use a significant quantity of various resins and glues in
our manufacturing processes. Resin and glue
product costs are influenced by changes in the prices of raw material input costs, primarily fossil fuel products. We purchase resins and glues, other raw materials and energy used to manufacture our
products in both the open market and through supply contracts. The contracts are generally with regional suppliers who agree to supply all of our needs for a certain raw material or energy at one of
our facilities. These contracts have terms of various lengths and typically contain price adjustment mechanisms that take into account changes in market prices. Therefore, although our long-term
contracts provide us with supplies of raw materials and energy that are more stable than open-market purchases, in many cases, they may not alleviate fluctuations in market prices.

Our EWP sales force is managed centrally through a main office that oversees regional sales teams. Sales of plywood, lumber and
particleboard are managed centrally by product. Our sales force spends a significant amount of time working with end customers who purchase our EWP. Our sales force provides a variety of technical
support services, including integrated design, engineering, product specification software, distributor inventory management software and job-pack preparation systems. The majority of our wood
products are sold to distributors, including our Building Materials Distribution segment and other distributors.

The
following table lists sales volumes for our principal wood products for the periods indicated:

Year Ended December 31

2007

2008

2009

2010

2011

(in millions)

Laminated veneer lumber (LVL) (cubic feet)

10.6

7.6

5.6

6.6

7.1

I-joists (equivalent lineal feet)

188

117

87

106

110

Plywood (sq. ft.) (3/8" basis)

1,223

1,228

992

1,088

1,106

Lumber (board feet)

231

191

146

149

153

Building Materials Distribution

Products

We sell a broad line of building materials, including EWP, OSB, plywood, lumber and general line items such as framing accessories,
composite decking, roofing, siding and insulation. Our products are used in the construction of new residential housing, including single-family, multi-family and manufactured homes, the repair and
remodeling of existing housing and the construction of light industrial and commercial buildings.

The
following table sets forth segment sales; segment income (loss); depreciation and amortization; and EBITDA for the periods indicated:

Nine Months
Ended
September 30

Year Ended December 31

Twelve Months Ended September 30, 2012

2007

2008

2009

2010(a)

2011(a)

2011(b)

2012

(in millions)

Segment sales(c)

$

2,564.0

$

2,109.4

$

1,609.8

$

1,778.0

$

1,779.4

$

1,349.9

$

1,637.2

$

2,066.6

Segment income (loss)(d)

51.8

19.5

8.0

11.6

2.0

2.8

18.2

17.4

Segment depreciation and amortization

7.4

7.7

7.6

7.5

8.4

6.2

6.6

8.8

Segment EBITDA(e)

$

59.2

$

27.2

$

15.5

$

19.1

$

10.4

$

9.0

$

24.8

$

26.2

(a)

In
2011, segment income and EBITDA included $1.2 million of noncash asset write-downs. In 2010, segment income and EBITDA included
$4.1 million of income for cash received from a litigation settlement related to vendor product pricing.

(b)

In
the nine months ended September 30, 2011, segment income and EBITDA included $0.8 million of noncash asset write-downs.

Segment
EBITDA is calculated as segment income (loss) before depreciation and amortization. EBITDA is the primary measure used by our chief operating
decision maker to evaluate segment operating performance and to decide how to allocate resources to segments. See "Selected Historical Consolidated Financial Data" for a description of our reasons for
using EBITDA, for a discussion of the limitations of such a measure and for a reconciliation of our consolidated EBITDA to net income (loss). Segment EBITDA excludes Corporate and Other segment
expenses.

Facilities

Our Building Materials Distribution segment operates a nationwide network of 31 strategically-located building materials distribution
facilities throughout the United States. We also operate a single truss manufacturing plant. Our broad geographic presence reduces our exposure to market factors in any single region. During 2011, we
completed facility expansions of our operations in Delanco, New Jersey and Detroit, Michigan. In early 2012, we also completed facility expansions in Dallas, Texas and Greenland, New Hampshire.

Sales, Marketing and Distribution

We purchase our building materials from our own manufacturing operations as well as a vendor base of more than 1,000 third-party
suppliers ranging from large manufacturers, such as James Hardie Building Products, Trex Company, Louisiana-Pacific and Georgia-Pacific, to small regional producers. We market our building materials
primarily to retail lumberyards and home improvement centers that then sell the products to end customers, who are typically professional builders, independent contractors and homeowners engaged in
residential construction projects. We also market our products to industrial converters. We believe that our national presence and long-standing relationships with many of our key suppliers allow us
to obtain favorable price and term arrangements and offer excellent customer service on top brands in the building materials industry. We also have expertise in special-order sourcing and
merchandising support, which is a key service for our home improvement center customers that choose not to stock certain items in inventory.

Each
of our distribution centers implements its own distribution and logistics model using centralized information systems. We use internal and external trucking resources to deliver
materials on a regularly scheduled basis. Our highly efficient logistics system allows us to deliver superior customer service and assist our customers in optimizing their working capital, which we
believe has led to increased market share during the housing downturn.

We
have a large decentralized sales force to support our suppliers and customers. Our sales force and product managers have local product knowledge and decision-making authority, which
we believe enables them to optimize stocking, pricing and product assortment decisions. Our sales force has access to centralized IT systems, an extensive vendor base and corporate-level working
capital support, which we believe complements our localized sales model. Our sales force is compensated, in part, based on branch-level performance.

We
regularly evaluate opportunities to introduce new products. Broadening our product offering helps us serve as a one-stop resource for building materials, which we believe improves
our customers' purchasing and operating efficiencies. The introduction of new products is primarily driven by customer demand or product extensions originating from our vendors. We believe our
long-standing customer relationships allow us to respond to customer feedback and introduce new products more rapidly. Broadening our product offering also helps us drive additional products through
our distribution system, thereby increasing our scale and efficiency.

Corporate and Other

Our Corporate and Other segment includes corporate support staff services, related assets and liabilities and foreign exchange gains
and losses. These support services include, but are not limited to,

finance,
accounting, legal, information technology and human resource functions. Since the sale of our Paper and Packaging & Newsprint assets in 2008, we have purchased many of these services
from Boise Inc. under an Outsourcing Services Agreement, under which Boise Inc. provides a number of corporate staff services to us at cost. See Note 3, "Outsourcing Services Agreement" to our
audited consolidated financial statements included elsewhere in this prospectus for more information. Prior to the sale of our Paper and Packaging & Newsprint assets, this segment also included
certain rail and truck transportation businesses and related assets.

Customers

We maintain relationships with a broad customer base across multiple market segments and various end markets. Sales to one customer,
Home Depot, accounted for 11%, of sales for the LTM period. Sales to Home Depot were recorded in our Building Materials Distribution and Wood Products segments. No other single third-party customer
accounted for 10% or more of total sales for the LTM period.

Wood Products. Our Building Materials Distribution segment is our Wood Products segment's largest
customer, representing approximately 37% of our
Wood Products segment's overall sales, including approximately 71% of its EWP sales, for the LTM period. Our third-party customers in this segment include wholesalers, home improvement centers and
industrial converters in both domestic and export markets.

Building Materials Distribution. A majority of our sales in this segment were to retail lumberyards
and home improvement centers that then sell
products to end customers, who are typically professional builders, independent contractors and homeowners engaged in residential construction projects. We also market our products to industrial
converters. We believe our broad product line provides our customers with an efficient, one-stop resource for their building materials needs.

Competition

The competitive environment in the U.S. continues to be challenging as new residential and light commercial construction activity and
repair and remodel spending remain substantially below average historical levels. Industry capacity in a number of product markets, including those in which we compete, far exceeds the current level
of demand. Our products and services compete with similar products manufactured and distributed by others. Many factors influence our competitive position in the markets in which we operate. Those
factors include price, service, quality, product selection and convenience of location.

Some
of our competitors are larger than we are and have greater financial resources. These resources may afford those competitors greater purchasing power, increased financial
flexibility and more capital resources for expansion and improvement.

Wood Products. The wood products manufacturing markets in which we operate are large and highly
competitive. There are several major producers of
most of our products, including EWP and plywood, as well as numerous local and regional manufacturers. We have leading market positions in the manufacture of EWP, plywood and ponderosa pine lumber. We
hold much smaller market positions in our other manufactured products. In the wood products manufacturing markets, we compete primarily on the basis of price, quality and, particularly with respect to
EWP, levels of customer service. Most of our competitors are located in the United States and Canada, although we also compete with manufacturers in other countries. Our competition includes not only
manufacturers and distributors of similar building products but also manufacturers and distributors of products made from alternative materials, such as steel and plastic. Some of our competitors
enjoy strong reputations for product quality and customer service and these competitors may have strong relationships with certain

distributors,
making it more difficult for our products to gain additional market share. Some of our competitors in this segment are also vertically-integrated and/or have access to internal sources
of wood fiber, which may allow them to subsidize their base manufacturing business in periods of rising fiber prices.

Building Materials Distribution. The building materials distribution markets in which we operate
are highly fragmented and we compete in each of our
geographic and product markets with national, regional and local distributors. We also compete with wholesale brokers and buying cooperatives. We compete on the basis of delivered cost, product
selection and availability, quality of service and compatibility with customers' needs. We also distribute products for some manufacturers that also engage in direct sales. In recent years, there has
been consolidation among retail lumberyards and home improvement centers. As the customer base consolidates, this dynamic could impact our ability to maintain margins. Proximity to customers is an
important factor in minimizing shipping costs and facilitating quick order turnaround and on-time delivery. We believe our ability to obtain quality materials, from both internal and
external sources, the scale and efficiency of our national footprint and our focus on customer service are our primary competitive advantages in this segment. Also, financial stability is important to
suppliers and customers in choosing distributors and allows for more favorable terms on which we are able to obtain our products from our suppliers and sell our products to our customers.

Environmental

We are subject to a wide range of general and industry-specific environmental laws and regulations. In particular, we are affected by
laws and regulations covering air emissions, wastewater discharges, solid and hazardous waste management and site remediation. Compliance with these laws and regulations is a significant factor in the
operation of our businesses. We believe that we have created a corporate culture of strong compliance by taking a conservative approach to environmental issues in order to assure that we are operating
well within the bounds of regulatory requirements. However, we cannot assure that we will be in full compliance with environmental requirements at all times and we cannot assure that we will not incur
fines and penalties in the future. In 2011, we paid an insignificant amount of environmental fines and penalties across all of our segments.

We
incur capital and operating expenditures to comply with federal, state and local environmental laws and regulations. Failure to comply with these laws and regulations could result in
civil or criminal fines
or penalties or in enforcement actions. Our failure to comply could also result in governmental or judicial orders that stop or interrupt our operations or require us to take corrective measures,
install additional pollution control equipment, or take other remedial actions. During 2011, we spent approximately $2.4 million on capital expenditures to comply with environmental
requirements. We expect to spend a similar amount in 2012 for this purpose.

As
an owner and operator of real estate, we may be liable under environmental laws for the cleanup of past and present spills and releases of hazardous or toxic substances on or from
our properties and operations. We can be found liable under these laws whether or not we knew of, or were responsible for, the presence of such substances. In some cases, this liability may exceed the
value of the property itself.

In
connection with the completion of our acquisition of the forest products and paper assets of OfficeMax (the "Forest Products Acquisition"), OfficeMax generally indemnifies us for
hazardous substance releases and other environmental violations that occurred prior to the Forest Products Acquisition. However, OfficeMax may not have sufficient funds to fully satisfy its
indemnification obligations when required and in some cases, we may not be contractually entitled to indemnification by OfficeMax. See "Certain Relationships and Related Party
TransactionsOffice Max and the Forest Products Acquisition."

In
connection with the sale of our Paper and Packaging & Newsprint assets in 2008, Boise Inc. and its affiliates assumed any and all environmental liabilities arising from our
ownership or operation of the assets and businesses sold to them and we believe we are entitled to indemnification by them from third-party claims in the event they fail to fully discharge any such
liabilities on the basis of common law rules of indemnification. However, Boise Inc. may not have sufficient funds to discharge its obligations when required or to indemnify us from third-party claims
arising out of any such failure.

Climate Change Matters

Various legislative and regulatory proposals to restrict emissions of greenhouse gasses ("GHG"), such as CO2, are under consideration
in Congress, state legislative bodies and the U.S. Environmental Protection Agency ("EPA"). In particular, the EPA has promulgated its Tailoring Rule which directs states having authority to implement
the Clean Air Act (which includes all states in which we have significant manufacturing operations) to treat GHG as regulated pollutants under their state implementation plans. The EPA's final rule
and its November 2010 implementation
guidance do not set specific standards to be utilized in air discharge permits and permits to construct significant new facilities. Generation of this detail has been left to the states. The key
states in which our facilities are located (Louisiana, Oregon and Washington) are currently working through the process of incorporating GHG regulations into their state implementation plans. Most of
our manufacturing facilities operate boilers or other process equipment that emits GHG. Such regulatory initiatives may require us to modify operating procedures or production levels, incur capital
expenditures, change fuel sources, or take other actions that may adversely affect our financial results. However, given the high degree of uncertainty about the ultimate parameters of any such
regulatory initiative, it is premature to make any prediction concerning such impacts.

A
significant portion of our GHG emissions are from biomass-fired boilers and in July 2011, the EPA issued a final rule that defers, for three years, the applicability of federal New
Source Review ("NSR") regulations to biogenic CO2 emissions. During the three-year deferral period, the EPA will evaluate whether or not to permanently exempt biogenic CO2 from NSR regulations. States
are not required by this regulation to defer biogenic CO2 emissions from their NSR programs, but so far, states in which we operate have not indicated they will not follow the EPA's deferral. This
action leaves considerable uncertainty as to the future regulatory treatment of biomass-generated GHG and the treatment of such GHG in the states in which we operate.

In
addition, various government entities have adopted or are considering energy sourcing regulations which subsidize, or mandate consumption of specified percentages of, electrical
power generated from nontraditional generating sources, including biomass fuels. These programs may increase our purchased electrical energy costs, create significant new competition for our fiber
sources and provide opportunities for alternative uses of our residual fiber, such as sawdust, chips and shavings.

From
time to time, legislative bodies and environmental regulatory agencies may promulgate new regulatory programs imposing significant incremental operating costs or capital costs on
us. The EPA has recently promulgated a series of four regulations commonly referred to collectively as Boiler MACT, which are intended to regulate the emission of hazardous air pollutants from
industrial boilers. At the time it announced the final promulgation of the regulations, the EPA also announced that it planned to reconsider portions of the regulations and has recently taken steps to
initiate such reconsideration. In December 2011, the EPA published their re-proposed rules and we are currently evaluating the potential impact of the re-proposed rules on our business. If the Boiler
MACT rules are finalized as re-proposed, we believe the new rules would be less costly for us to implement than the current rules. The EPA intends to finalize the new Boiler MACT rules in the second
half of 2012. Once final, considerable uncertainty will still exist, as there will likely be legal challenges to the final rules from industry and/or environmental organizations. Notwithstanding that
uncertainty, we are proceeding with efforts to analyze the applicability and requirements of the regulations, as recently re-proposed

and
the likely capital and operating costs required to comply. At this time, we cannot accurately forecast the capital or operating cost changes that may result from compliance with the regulations.

Capital Investment

Information concerning our capital expenditures is presented in "Management's Discussion and Analysis of Financial Condition and
Results of OperationsLiquidity and Capital ResourcesInvestment Activities" located elsewhere in this prospectus.

Seasonal and Inflationary Influences

We are exposed to fluctuations in quarterly sales volumes and expenses due to seasonal factors. These seasonal factors are common in
the building products industry. For further information, see "Management's Discussion and Analysis of Financial Condition and Results of OperationsSeasonal and Inflationary Influences."

Properties

Our properties are well-maintained and are suitable for the operations for which they are used. The following is a list of our
facilities by segment as of November 1, 2012. We lease office space for our corporate headquarters in Boise, Idaho.

Wood Products

We own all of our Wood Products manufacturing facilities. The following table summarizes our Wood Products facilities as of
November 1, 2012:

The following table summarizes our 32 Building Materials Distribution facilities as of November 1, 2012:

Location

Owned or
Leased

Approximate
Warehouse
Square Footage

Phoenix, Arizona

Owned

33,000

Lathrop, California

Leased

164,000

Riverside, California

Leased

162,000

Denver, Colorado

Owned/Leased

203,000

Grand Junction, Colorado

Owned/Leased

97,000

Milton, Florida

Leased

87,000

Orlando, Florida

Owned

144,000

Pompano Beach, Florida

Leased

68,000

Atlanta, Georgia

Leased

155,000

Boise, Idaho

Owned/Leased

108,000

Idaho Falls, Idaho

Owned/Leased

69,000

Chicago, Illinois

Leased

76,000

Biddeford/Saco, Maine(a)

Leased

44,000

Baltimore, Maryland

Leased

205,000

Westfield, Massachusetts

Leased

134,000

Detroit, Michigan

Leased

108,000

Minneapolis, Minnesota

Leased

120,000

Billings, Montana

Owned

81,000

Greenland, New Hampshire

Owned/Leased

135,000

Delanco, New Jersey

Owned/Leased

345,000

Albuquerque, New Mexico

Leased

78,000

Greensboro, North Carolina

Owned/Leased

88,000

Marion, Ohio

Leased

80,000

Tulsa, Oklahoma

Owned

129,000

Memphis, Tennessee

Owned

78,000

Dallas, Texas

Owned/Leased

233,000

Houston, Texas

Leased

150,000

Salt Lake City, Utah

Leased

126,000

Spokane, Washington

Owned/Leased

58,000

Vancouver, Washington

Leased

86,000

Woodinville, Washington

Owned/Leased

110,000

Yakima, Washington

Owned/Leased

44,000

(a)

Truss
manufacturing plant.

Employees

As of September 30, 2012, we had approximately 4,470 employees. Approximately 30% of these employees work pursuant to
collective bargaining agreements. As of September 30, 2012, we had ten collective bargaining agreements. On August 22, 2012, we reached agreement on a four year contract covering four
Wood Products manufacturing facilities and one Building Materials Distribution location in the Pacific Northwest. The new agreement covering 623 current employees expires on May 31, 2016. We do
not have any other union negotiations scheduled for 2012. One agreement, covering 359 employees at our facility in Florien, Louisiana and 262 employees at our facility in Oakdale, Louisiana, is set to
expire on July 15, 2013. If we are not able to extend or renew such agreement upon its

expiration,
we could experience a material labor disruption or significantly increased labor costs, which could prevent us from meeting customer demand or reduce our sales and profitability.

Trademarks

We maintain many trademarks for our manufactured wood products, particularly EWP. Our key registered trademarks include BOISE
CASCADE® and the TREE-IN-A-CIRCLE® logo, which we believe to be of significant importance to our business.

Legal Matters

We are a party to routine legal proceedings that arise in the ordinary course of our business. We are not currently a party to any
legal proceedings or environmental claims that we believe would, individually or in the aggregate, have a material adverse effect on our financial position, results of operations, or cash flows.

Since our formation in October 2004, our business has been managed under the direction of the board of managers of BC Holdings.
Prior to the consummation of this offering, the following persons will be appointed to serve in the same capacity with us. Below is a list of names, ages and a brief account of the business experience
of our executive officers and key members of management and of the persons to be appointed to serve as our directors prior to the consummation of this offering, each as of November 15, 2012.

Name

Age

Position

Executive Officers:

Thomas E. Carlile

61

Chief Executive Officer and Director

Wayne M. Rancourt

49

Senior Vice President, Chief Financial Officer and Treasurer

Stanley R. Bell

66

President, Building Materials Distribution

Thomas A. Lovlien

57

President, Wood Products Manufacturing

John T. Sahlberg

59

Senior Vice President, Human Resources and General Counsel

Kelly E. Hibbs

46

Vice President and Controller

Key Management:

Thomas K. Corrick

57

Senior Vice President, Wood Products Manufacturing

Nick Stokes

55

Senior Vice President, Building Materials Distribution

Dennis R. Huston

60

Vice President of Sales and Marketing, Engineered Wood Products

Daniel G. Hutchinson

60

Vice President of Operations, Wood Products Manufacturing

Directors:

Duane C. McDougall

60

Director and Chairman of the Board

John W. Madigan

75

Director

Christopher J. McGowan

41

Director

Samuel M. Mencoff

56

Director

Matthew W. Norton

34

Director

Thomas S. Souleles

44

Director

Thomas E. Carlile, Chief Executive Officer and Director

Mr. Carlile became our chief executive officer and a director in August 2009. Mr. Carlile previously served as our
executive vice president and chief financial officer from February 2008 to August 2009, following the divestiture of our paper and packaging businesses. From October 2004 to January 2008, he served as
senior vice president and chief financial officer. Mr. Carlile received a bachelor's degree in accounting from Boise State University and completed the Stanford Executive Program.
Mr. Carlile is a member of the board of directors of FPH. Mr. Carlile's position as our chief executive officer allows him to advise the board of directors on management's perspective
over a full range of issues affecting the Company.

Mr. Rancourt became our senior vice president and chief financial officer in August 2009. Mr. Rancourt previously served
as our vice president, treasurer and investor relations from February 2008 to August 2009, following the divestiture of our paper and packaging businesses. From October 2004 to January 2008, he served
as vice president and treasurer. Mr. Rancourt received a B.S. degree in accounting from Central Washington University.

Mr. Bell became our president, Building Materials Distribution, in February 2008, following the divestiture of our paper and
packaging businesses. From October 2004 to January 2008, he served as senior vice president, Building Materials Distribution. Mr. Bell received a B.A. in economics from the University of Utah
and an M.B.A. from the University of Utah.

Thomas A. Lovlien, President, Wood Products Manufacturing

Mr. Lovlien became our president, Wood Products Manufacturing, in February 2008, following the divestiture of our paper and
packaging businesses. From October 2004 to January 2008, he served as senior vice president, Wood Products. Mr. Lovlien received a bachelor's degree in accounting and a master's degree in wood
technology from Oregon State University.

Mr. Sahlberg became our senior vice president, Human Resources and General Counsel, effective August 2012. Prior to his
election as senior vice president, Human Resources and General Counsel, Mr. Sahlberg served as vice president, Human Resources and General Counsel since January 2011. Prior to that, he served
as vice president, Human Resources from February 2008 to January 2011. Prior to that, he served as director of Human Resources from February 2006 to February 2008. From October 2004 through January
2006, he was the director of labor relations. Mr. Sahlberg received a bachelor's degree in economics from Harvard College and a J.D. from Georgetown University. He is a member of the Idaho
State Bar.

Kelly E. Hibbs, Vice President and Controller

Mr. Hibbs became our vice president and controller in February 2011. Mr. Hibbs previously served as our director of
strategic planning and internal audit from February 2008 to February 2011. From October 2004 to February 2008, he served as manager of financial forecasts and projects. Mr. Hibbs received a
B.A. in accounting from Boise State University. He is a certified public accountant.

Thomas K. Corrick, Senior Vice President, Wood Products Manufacturing

Mr. Corrick became our senior vice president, Wood Products Manufacturing, effective July 2012. Prior to his election as senior
vice president, Wood Products Manufacturing, Mr. Corrick served as senior vice president, Engineered Wood Products since February
2011. Prior to that, Mr. Corrick served as vice president, Engineered Wood Products, from January 2005 to February 2011. From October 2004 to January 2005, he served as the general manager of
Engineered Wood Products. Mr. Corrick received both his bachelor's and master's degrees in business administration from Texas Christian University.

Nick Stokes, Senior Vice President, Building Materials Distribution

Mr. Stokes became our senior vice president, Building Materials Distribution, in February 2011. Mr. Stokes previously
served as vice president, Building Materials Distribution, from October 2004 to February 2011. Mr. Stokes received a B.S. in management and a B.S. in marketing from the University of Utah.

Mr. Hutchinson became our vice president of operations for Wood Products Manufacturing in August 2012. He previously served as
general manager of operations for our Engineered Wood Products business from 2008 to August 2012. From 2007 to 2008, he served as our
Engineered Wood Products national accounts manager. Mr. Hutchinson received an M.B.A. from Washington State University and bachelor's degrees in accounting and finance from the University of
Idaho.

Duane C. McDougall, Chairman of the Board and Director

Mr. McDougall has served as our board chairman since December 2008 and has been a director of the company since 2005.
Mr. McDougall also served as our chief executive officer from December 2008 to August 2009. Prior to joining our company, Mr. McDougall was president and chief executive officer of
Willamette Industries, an international paper and forest products company, until its sale in 2002. During his 23-year career with Willamette, Mr. McDougall held numerous operating
and finance positions before becoming president and chief executive officer of Willamette. Mr. McDougall received a B.S. in accounting from Oregon State University. Mr. McDougall is also
a member of the boards of directors of Cascade Corporation, FPH, The Greenbrier Companies and StanCorp Financial Group, Inc. Mr. McDougall was a member of the boards of directors of InFocus
Corporation and West Coast Bancorp; he no longer serves on these boards. Mr. McDougall's experience as the CEO of a major forest products company provides our board of directors with valuable
insight on operational and industry issues.

John W. Madigan, Director

Mr. Madigan has served as one of our directors since January 2005. In December 2003, Mr. Madigan retired from Tribune
Company, where he had served as chairman and chief executive officer since 1996. Tribune Company operates businesses in publishing, interactive media and broadcasting. Mr. Madigan currently
serves as an advisor to Madison Dearborn. Mr. Madigan's experience in directing the operations of a major corporation provides our board of directors with perspective on operating issues.
Mr. Madigan holds bachelor's and master's degrees in business administration from the University of Michigan. Mr. Madigan is a member of the board of directors of Gilead Sciences, Inc.
Mr. Madigan was a member of the boards of directors of Morgan Stanley and AT&T Wireless; he no longer serves on these boards.

Christopher J. McGowan, Director

Mr. McGowan has served as one of our directors since October 2004. In September 2011, he became a general partner of CJM
Ventures, L.L.C. and OPTO Holdings, L.P. and in July 2012 became a controlling member of Content Support Company, LLC. In the spring of 2012,
Mr. McGowan served as a faculty advisor to The University of Chicago Booth School of Business and currently serves as Entrepreneur in Residence and Senior Advisor there. From 1999 until 2011,
he was employed by Madison Dearborn and served as a managing director concentrating on investments in the basic industries sector. Prior to joining Madison Dearborn, Mr. McGowan was with AEA
Investors, Inc. and Morgan Stanley & Co. Incorporated. Mr. McGowan received a B.A. from Columbia University and an M.B.A. from the Harvard Graduate School of Business Administration.
Mr. McGowan currently serves on the boards of directors of OPTO International, Inc., FPH and Smurfit Kappa Group Ltd. (formerly known as Jefferson Smurfit Group). Mr. McGowan also serves
on the board of directors of the University of Chicago Laboratory Schools. He is also a member of Hyde Park Angels and serves on their Portfolio Advisory Board as well as Chairman of the Limited
Partner Advisory Committee for

Hyde
Park Venture Partners. Mr. McGowan was a member of the boards of directors of BWAY Holding Company in 2010-2011, the Illinois Venture Capital Association in
2009-2011 and First Wind Partners in 2009; he no longer serves on these boards. Mr. McGowan provides strong finance skills to our board of directors.

Samuel M. Mencoff, Director

Samuel M. Mencoff has served as one of our directors since October 2004. Mr. Mencoff has been employed by Madison
Dearborn since 1992 and currently serves as co-CEO. Prior to co-founding Madison Dearborn, Mr. Mencoff was employed by First Chicago Venture Capital for 11 years.
Mr. Mencoff has approximately 30 years of experience in private equity investing with a particular focus on investments in the basic industries sector. Mr. Mencoff received an
A.B. from Brown University and an M.B.A. from the Harvard Graduate School of Business Administration. Mr. Mencoff is a former member of the board of directors of Great Lakes Dredge &
Dock Corporation and he has served on the boards of directors of numerous other public and private companies. He is currently a member of the boards of directors of FPH, Packaging Corporation of
America and Smurfit Kappa Group, Ltd. (formerly known as Jefferson Smurfit Group). Mr. Mencoff is also a member of the board of directors of World Business Chicago, a not-for-profit economic
development organization based in Chicago, Illinois. Mr. Mencoff provides strong finance skills to our board of directors and valuable experience gained from previous board service.

Matthew W. Norton, Director

Mr. Norton has served as one of our directors since December 2008. Mr. Norton has been employed by Madison Dearborn
since 2008 and currently serves as a director. From August 2006 to May 2008, Mr. Norton attended The Wharton School of the University of Pennsylvania. From 2004 to August 2006, he was employed
by Madison Dearborn as an associate. From 2001 to 2004, he was employed by Merrill Lynch. Mr. Norton received a B.S. and an M.B.A. from The Wharton School of the University of Pennsylvania.
Mr. Norton was also a member of the board of directors of Boise Inc. until January 2010 and he is a current member of the boards of directors of FPH, CoVant Technologies II, LLC and
Fieldglass, Inc. Mr. Norton provides strong finance skills to our board of directors.

Thomas S. Souleles, Director

Mr. Souleles has served as one of our directors since October 2004. Mr. Souleles has been employed by Madison Dearborn
since 1995 and currently serves as a managing director concentrating on investments in the basic industries sector. Prior to joining Madison Dearborn, Mr. Souleles was with Wasserstein
Perella & Co., Inc. Mr. Souleles received an A.B. from Princeton University, a J.D. from Harvard Law School and an M.B.A. from the Harvard Graduate School of Business Administration.
Mr. Souleles is also a member of the boards of directors of FPH, Packaging Corporation of America, Schrader International, Inc. and Children's Hospital of Chicago Medical Center and of the
board of trustees of the National Multiple Sclerosis Society, Greater Illinois Chapter. Mr. Souleles was a member of the boards of directors of Boise Inc., Magellan GP, LLC, Magellan Midstream
Holdings GP, LLC, Great Lakes Dredge & Dock Corporation, US Power Generating Company and BWAY Holding Company; he no longer serves on these boards. Mr. Souleles provides strong finance
skills to our board of directors.

We
intend to add at least one additional director to our board of directors following this offering.

Controlled Company

For purposes of the NYSE rules, we expect to be a "controlled company." Controlled companies under those rules are companies of which
more than 50% of the voting power for the

election
of directors is held by an individual, a group or another company. We expect that BC Holdings, which is controlled by FPH, and ultimately, by a fund managed by Madison Dearborn, will
continue to control more than 50% of the combined voting power of our common stock upon completion of this offering and will continue to have the right to designate a majority of the members of our
board of directors for nomination for election and the voting power to elect such directors following this offering. Accordingly, we expect to be eligible to, and we intend to, take advantage of
certain exemptions from corporate governance requirements provided in the NYSE rules. Specifically, as a controlled company, we would not be required to have (i) a majority of independent
directors, (ii) a Nominating/Corporate Governance Committee composed entirely of independent directors, (iii) a Compensation Committee composed entirely of independent directors or
(iv) an annual performance evaluation of the Nominating/Corporate Governance and Compensation Committees. Therefore, following this offering if we are able to rely on the "controlled company"
exemption, we will not have a majority of independent directors, our Nominating and Corporate Governance and Compensation Committees will not consist entirely of independent directors and such
committees will not be subject to annual performance evaluations; accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the applicable
NYSE rules.

The
controlled company exemption does not modify the independence requirements for the audit committee, and we intend to comply with the requirements of the Sarbanes-Oxley Act and the
NYSE rules, which require that our audit committee be composed of at least three members, one of whom will be independent upon the listing of our common stock on the NYSE, a majority of whom will be
independent within 90 days of the date of this prospectus, and each of whom will be independent within one year of the date of this prospectus.

Board Composition

Our board of directors will initially consist of seven directors. The authorized number of directors may be changed by resolution of
our board of directors. Vacancies on our board of directors can be filled by resolution of our board of directors. Upon the completion of this offering, our board of directors will be divided into
three classes, each serving staggered, three-year terms:



Our Class I directors will
be and
, and their terms will expire at the first annual
meeting of stockholders following the date of this prospectus;



Our Class II directors will
be and
, and their terms will expire at the second
annual meeting of stockholders following the date of this prospectus; and



Our Class III directors will
be ,
and
, and their terms will expire
at the third annual meeting of stockholders following the date of this prospectus.

As
a result, only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective terms.

In
connection with this offering, we will enter into a Director Nomination Agreement with BC Holdings that provides BC Holdings the right to designate nominees for election to our board
of directors for so long as BC Holdings owns 10% or more of the total number of shares of common stock outstanding. The number of nominees that BC Holdings is entitled to designate under this
agreement will bear the same proportion to the total number of members of our board of directors as the number of shares of common stock beneficially owned by BC Holdings bears to the total number of
shares of common stock outstanding, rounded up to the nearest whole number. In addition, BC Holdings shall be entitled to designate the replacement for any of its board designees whose board service
terminates prior to the end of the director's term regardless of BC Holdings' beneficial ownership at such time. BC Holdings shall also have the right to have its designees participate on committees
of our board of directors proportionate to its stock ownership, subject to compliance with

applicable
law and stock exchange rules. This agreement will terminate at such time as BC Holdings owns less than 10% of our outstanding common stock.

Committees of the Board of Directors

We expect that, immediately following this offering, the standing committees of our board of directors will consist of an Audit
Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. Each of the committees will report to the board of directors as they deem appropriate and as the board may
request. The expected composition, duties and responsibilities of these committees are set forth below.

Audit Committee

The Audit Committee will be responsible for, among other matters: (1) appointing, retaining and evaluating our independent
registered public accounting firm and approving all services to be performed by them; (2) overseeing our independent registered public accounting firm's qualifications, independence and
performance; (3) overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that
we file with the SEC; (4) reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements;
(5) establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; and (6) reviewing and
approving related person transactions.

Immediately
following this offering, our Audit Committee will consist of Messrs. Madigan, McGowan and Souleles. We believe that Messrs. Madigan and McGowan qualify as
independent directors according to the rules and regulations of the SEC with respect to audit committee membership. We expect to add an additional independent directors to our audit committee within
one year of the effective date of the registration statement in order to comply with applicable rules and regulations of our stock exchange. We also believe that Mr. McGowan qualifies as our
"audit committee financial expert," as such term is defined in Item 401(h) of Regulation S-K. Our board of directors will adopt a written charter for the Audit Committee in
connection with this offering, which will be available on our corporate website at www.bc.com upon the completion of this offering. The information on our website is not part of this prospectus.

Compensation Committee

The Compensation Committee will be responsible for, among other matters: (1) reviewing key employee compensation goals,
policies, plans and programs; (2) reviewing and approving the compensation of our directors, chief executive officer and other executive officers; (3) reviewing and approving employment
agreements and other similar arrangements between us and our executive officers; and (4) administering our stock plans and other incentive compensation plans.

Immediately
following this offering, our Compensation Committee will consist of Messrs. ,
and . Our board of directors will adopt a written
charter for the Compensation Committee in connection with this offering, which will be available on our corporate website at www.bc.com upon the completion of this offering. The information on our
website is not part of this prospectus.

Corporate Governance and Nominating Committee

Our Corporate Governance and Nominating Committee will be responsible for, among other matters: (1) identifying individuals
qualified to become members of our board of directors, consistent with criteria approved by our board of directors; (2) overseeing the organization of our board of directors to discharge the
board's duties and responsibilities properly and efficiently; (3) identifying best

practices
and recommending corporate governance principles; and (4) developing and recommending to our board of directors a set of corporate governance guidelines and principles applicable to
us.

Immediately
following this offering, our Corporate Governance and Nominating Committee will consist of
Messrs. and
. Our board of directors will
adopt a written charter for the Corporate Governance and Nominating Committee in connection with this offering, which will be available on our corporate website at www.bc.com upon the completion of
this offering. The information on our website is not part of this prospectus.

Compensation Committee Interlocks and Insider Participation

During 2011, no officer or employee served as a member of BC Holdings' Compensation Committee, except for Mr. McDougall,
who is employed by the company to act as the chairman of its board of directors. See "Executive CompensationDirector Compensation" for a description of Mr. McDougall's employment
agreement. None of our executive officers serve as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on BC Holdings'
board of managers or Compensation Committee. Although Mr. Carlile serves as an executive officer and director of FPH, FPH does not compensate its executive officers for serving in such
capacity.

Other Committees

Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Risk Oversight

Our board of directors will oversee the risk management activities designed and implemented by our management. The board of directors
will execute its oversight responsibility for risk management both directly and through its committees. The full board of directors will also consider specific risk topics, including risks associated
with our strategic plan, business operations and capital structure. In addition, the board of directors will receive detailed regular reports from members of our senior management and other personnel
that include assessments and potential mitigation of the risks and exposures involved with their respective areas of responsibility.

Our
board of directors will delegate to the audit committee oversight of our risk management process. Our other board committees will also consider and address risk as they perform
their respective committee responsibilities. All committees will report to the full board of directors as appropriate, including when a matter rises to the level of a material or enterprise level
risk.

Family Relationships

There are no family relationships among any of our executive officers or any of the persons to be nominated as our directors prior to
the consummation of this offering.

Code of Ethics

We have adopted a Code of Ethics that applies to all of our employees, including our chief executive officer, chief financial officer
and principal accounting officer. Our Code of Ethics is available on our website at www.bc.com by clicking on About Boise Cascade and then Code of Ethics.
If we amend or grant a waiver of one or more of the provisions of our Code of Ethics, we intend to satisfy the requirements under
Item 5.05 of Item 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Ethics that apply to our principal executive officer, financial and
accounting officers by posting the required information on our website at the above address. Our website is not part of this prospectus.

Throughout
this section, the term "Named Executive Officer" is intended to refer to the individuals identified above. The term "Officer" is intended to refer to those persons holding
the title of Vice President, Senior Vice President, President, or Chief Executive Officer, all of whom are identified in the section titled "Management."

Summary of Key Events and Drivers

During 2011, the compensation committee engaged Frederic W. Cook & Co. ("Frederic Cook") to undertake a general review
of the base and incentive compensation of our Officers. No changes were made in 2011 to Named Executive Officer compensation as a result of the Frederick Cook review and due to the continuing
depressed conditions in our product markets. The major compensation events affecting our Named Executive Officers during 2011 were as follows:

1. In
February 2011, the compensation committee confirmed the long-term incentive plan ("LTIP") awards for 2010 calculated under the terms of the plan and directed payment
of the initial installment of the 2010 awards. In addition, in February 2011, Award Notices for the 2011 iteration of the plan were approved by the committee. In February 2012, the compensation
committee confirmed the LTIP awards for 2011 calculated under the terms of the plan, directed payment of the initial installment of the 2011 awards and approved the 2012 Award Notices under the plan.

2. In
February 2011, the compensation committee approved award payments to our Named Executive Officers and other participants for amounts earned under our annual,
short-term Incentive and Performance Plan ("STIP") for the 2010 plan year. The committee also approved issuance by the company of Award Notices under the plan, which established the criteria for 2011
awards for our Named Executive Officers and other participants in the plan. In February 2012, the committee approved award payments to our Named Executive Officers and other participants for amounts
earned under the STIP for the 2011 plan year and approved issuance of Award Notices under the plan, which establish the criteria for 2012 awards to our Named Executive Officers and other participants
in the plan.

3. On
September 30, 2011, the compensation committee authorized the entry into a three-year retention agreement for Mr. Carlile.

Executive Compensation Program Objective

Our compensation committee's overall objective for our Named Executive Officers' compensation is to establish a package that
will:



Provide aggregate compensation that reflects the market compensation for executives with similar responsibilities with due
adjustment to reflect the experience, performance and other distinguishing characteristics of specific individuals;

Align compensation with the company's performance on both a short-term and long-term basis;



Link each Named Executive Officer's compensation to his performance and the areas for which he is responsible;



Attract, motivate, reward and retain the broad-based management talent critical to achieving the company's business goals;
and



Align the interests of our Named Executive Officers with those of our equity owners through their ownership of equity
interests of the company.

What the Compensation Program Is Designed to Reward

The compensation program as a whole is designed to provide a base level of compensation that will attract and retain the broad-based
management talent the compensation committee believes is essential to achieving the company's strategic objectives and to reward, with short-term and long-term compensation, performance by its Named
Executive Officers that maintains and creates value for our equity investors. Although we anticipate that the specific details of our executive compensation and benefits may be altered from time to
time to reflect economic conditions, changes in the market for executive talent, the company's business strategies and regulatory changes, the overall objective of our compensation and benefits
package will remain substantially the same over time.

Use of Market Data to Determine Amount and Allocation of Compensation

The compensation committee believes that an important criterion for the determination of the aggregate value of the company's
compensation program and the allocation of such value among the various elements of its compensation plans is market data on the amounts, allocations and structures utilized by similarly situated
companies for positions of comparable responsibility.

Management
and the compensation committee have historically utilized compensation and benefits surveys to ascertain market levels of aggregate compensation and the allocation of that
compensation among specific compensation elements for its Named Executive Officers. Aggregate compensation and each of the major elements (base salary, STIP compensation and LTIP compensation) for the
company's Named Executive Officers had been targeted at the 50th percentile of the surveyed companies. However, the specific aggregate compensation (and the allocation thereof among the
elements of such total compensation) paid to any of our Named Executive Officers may be below or
above the 50th percentile target levels, depending on subjective judgments made by the compensation committee based on factors such as the specific Officer's tenure with the company and
in his position, responsibilities that vary from the benchmark position and historical performance in the job. In 2011, the aggregate compensation paid to each of Messrs. Bell and Lovlien was
above the 50th percentile target levels in light of their respective years of experience in the positions in which they serve. The aggregate compensation paid to Messrs. Carlile,
Sahlberg and Rancourt were at or beneath such 50th percentile target levels in light of their respective experience levels in the positions in which they serve, each of which was less
than that of Messrs. Bell and Lovlien.

committee
used the results of this study, along with the continuing depressed conditions in our product markets, to guide it in determining not to make any changes in Named Executive Officer
compensation in 2011.

Executive Compensation Program Elements

The five elements of the company's executive compensation program are:



Base salary;



STIP;



Discretionary bonus awards;



LTIP; and



Other compensation and benefit plans.

Base Salary

The company provides a base salary to Officers to attract and retain talented and experienced individuals to provide management and
leadership services to the company.

The
committee customarily reviews base salaries for Named Executive Officers annually and at the time of promotions or other changes in responsibilities. Because of the continuing
extreme adverse conditions in the company's product markets, the compensation committee has not approved a general wage increase for the Named Executive Officers in the years covered in this filing,
but has approved the following changes to reflect promotions: a promotional increase was granted to Mr. Rancourt when he became Senior Vice President, Chief Financial Officer and Treasurer in
2009 and one was granted to Mr. Carlile when he became Chief Executive Officer in 2009. The compensation committee arrived at the base salaries granted Mr. Carlile and
Mr. Rancourt on the basis of a comparative analysis of the base salaries accorded their predecessors, along with their relative levels of experience and the current structure of the company,
rather than a comprehensive review of new market data.

STIP

The STIP is designed to recognize and reward the contributions that Named Executive Officers and other participants have made to the
company's annual performance. The plan does this by linking a portion of the annual cash compensation of each participant to performance measures that are expected to positively affect the company's
annual financial performance. We offer this plan to encourage and reward conduct that will lead to better performance of our businesses as measured by the criteria used for determining award amounts.
Each individual's participation in the plan, along with the criteria for calculation of the payout to such participant, is established annually by
action of our compensation committee and communicated to the participants in a STIP Award Notification (Award Notice). A determination of the amount payable under the plan on account of the year is
made by the compensation committee and the resulting payments (Awards) are made to participants.

For 2011, each of our Named Executive Officers participated in the STIP. The plan provided for Awards to be calculated as a percentage
of base salary, based on the extent to which the financial goals and performance objectives were met during the year and on the exercise of the compensation committee's discretion. The 2011 annual
incentive Award targets for our Named Executive Officers were as follows:

Officer

Target as a Percentage of
Base Salary

Thomas E. Carlile

100

%

Wayne M. Rancourt

55

%

Stanley R. Bell

55

%

Thomas A. Lovlien

55

%

John T. Sahlberg

45

%

The
actual Awards may be less than or greater than the target incentive amounts depending on the achievement of predetermined financial goals and performance objectives and the exercise
of the compensation committee's discretion. Awards for each Officer ranges from a threshold of 25% of the target Award through a maximum of 225% of the target Award, depending on financial goals
achieved for 2011. The dollar amount of the threshold, target and maximum Award payable to each of our Named Executive Officers is set out in the table found under "Grants of Plan-Based Awards" in
this "Executive Compensation" section.

The
annual financial goals required for each of our Named Executive Officers under our 2011 STIP were as follows: